Form 10-Q - Quarterly report [Sections 13 or 15(d)]

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UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

FORM 10-Q

(Mark One)

☒

QUARTERLY REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the quarterly period ended September 30, 2024

☐

TRANSITION REPORT PURSUANT TO SECTION 13 OR 15(d) OF THE SECURITIES EXCHANGE ACT OF 1934

For the transition period from to

Commission file number: 001-06510

MAUI LAND & PINEAPPLE COMPANY, INC.

(Exact name of registrant as specified in its charter)

Delaware	99-0107542
(State or other jurisdiction	(IRS Employer
of incorporation or organization)	Identification No.)

500 Office Road, Lahaina, Maui, Hawaii 96761

(Address of principal executive offices) (Zip Code)

(808) 877-3351

(Registrant’s telephone number, including area code)

N/A

(Former name, former address and former fiscal year, if changed since last report)

Securities registered pursuant to Section 12(b) of the Act

Title of each class	Trading Symbol(s)	Name of each exchange on which registered
Common Stock, $0.0001 par value	MLP	NYSE

Indicate by check mark whether the registrant (1) has filed all reports required to be filed by Section 13 or 15(d) of the Securities Exchange Act of 1934 during the preceding 12 months (or for such shorter period that the registrant was required to file such reports), and (2) has been subject to such filing requirements for the past 90 days. Yes ☒ No ☐

Indicate by check mark whether the registrant has submitted electronically every Interactive Data File required to be submitted pursuant to Rule 405 of Regulation S-T (§232.405 of this chapter) during the preceding 12 months (or for such shorter period that the registrant was required to submit such files). Yes ☒ No ☐

Indicate by check mark whether the registrant is a large accelerated filer, an accelerated filer, a non-accelerated filer, a smaller reporting company, or an emerging growth company. See the definitions of “large accelerated filer,” “accelerated filer,” “smaller reporting company,” and “emerging growth company” in Rule 12b-2 of the Exchange Act.

Large accelerated filer ☐	Accelerated filer ☐
Non-accelerated filer ☒	Smaller reporting company ☒
	Emerging growth company ☐

If an emerging growth company, indicate by check mark if the registrant has elected not to use the extended transition period for complying with any new or revised financial accounting standards provided pursuant to Section 13(a) of the Exchange Act. ☐

Indicate by check mark whether the registrant is a shell company (as defined in Rule 12b-2 of the Exchange Act). Yes ☐ No ☒

Indicate the number of shares outstanding of each of the issuer’s classes of common stock, as of the latest practicable date.

Class		Outstanding at November 8, 2024
Common Stock, $0.0001 par value		19,631,630 shares

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MAUI LAND & PINEAPPLE COMPANY, INC.

AND SUBSIDIARIES

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Cautionary Note Regarding Forward-Looking Statements	3

PART I. FINANCIAL INFORMATION	5

Item 1. Condensed Consolidated Interim Financial Statements (unaudited)	5

Condensed Consolidated Balance Sheets, September 30, 2024 and December 31, 2023 (audited)	5

Condensed Consolidated Statements of Operations and Comprehensive Loss, Three Months Ended September 30, 2024 and 2023	6

Condensed Consolidated Statements of Operations and Comprehensive Loss, Nine Months Ended September 30, 2024 and 2023	7

Condensed Consolidated Statements of Changes in Stockholders’ Equity, Three and Nine Months Ended September 30, 2024 and 2023	8

Condensed Consolidated Statements of Cash Flows, Nine Months Ended September 30, 2024 and 2023	9

Notes to Condensed Consolidated Interim Financial Statements	10

Item 2. Management’s Discussion and Analysis of Financial Condition and Results of Operations	18

Item 3. Quantitative and Qualitative Disclosures About Market Risk	25

Item 4. Controls and Procedures	25

PART II. OTHER INFORMATION	25

Item 1. Legal Proceedings	25

Item 1A. Risk Factors	26

Item 6. Exhibits	27

Signature	28

EXHIBIT INDEX

Exhibit 10.1
Exhibit 31.1
Exhibit 31.2
Exhibit 32.1
Exhibit 32.2
Exhibit 101
Exhibit 104

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CAUTIONARY NOTE REGARDING FORWARD-LOOKING STATEMENTS

This quarterly report on Form 10-Q (this “Quarterly Report”) and other reports filed by us with the U.S. Securities and Exchange Commission (the “SEC”) contain “forward-looking statements” intended to qualify for the safe harbor from liability established by the Private Securities Litigation Reform Act of 1995. These statements relate to future events or our future financial performance and are subject to known and unknown risks, uncertainties and other factors that may cause our actual results, levels of activity, performance, or achievements to differ materially from any future results, levels of activity, performance or achievements expressed or implied by these forward-looking statements. These statements include all statements included in or incorporated by reference to this Quarterly Report that are not statements of historical facts, which can generally be identified by words such as “anticipate,” “believe,” “continue,” “could,” “estimate,” “expect,” “intend,” “may,” “might,” “project,” “pursue,” “will,” “would,” or the negative or other variations thereof or comparable terminology. We caution you that the foregoing list may not include all of the forward-looking statements made in this Quarterly Report. Actual results could differ materially from those projected in forward-looking statements as a result of the following factors, among others:

•

the occurrence of natural disasters such as the Maui wildfires that occurred on August 8, 2023, changes in weather conditions, or threats of the spread of contagious diseases;

•

concentration of credit risk on deposits held at banks in excess of the Federal Deposit Insurance Corporation (the “FDIC”) insured limits and in receivables due from our commercial leasing portfolio;

•

unstable macroeconomic market conditions, including, but not limited to, energy costs, credit markets, interest rates, inflationary pressures, and changes in income and asset values;

•

risks associated with real estate investments, including demand for real estate and tourism in Hawaii and Maui;

•

security incidents through cyber-attacks or intrusions on our information systems;

•

our ability to complete land development projects within forecasted time and budget expectations;

•

our ability to obtain required land use entitlements at reasonable costs;

•

our ability to compete with other developers of real estate on Maui;

•

potential liabilities and obligations under various federal, state, and local environmental regulations;

•

our ability to cover catastrophic losses in excess of insurance coverages;

•

unauthorized use of our trademarks could negatively impact our business;

•

our ability to maintain the listing of our common stock on the New York Stock Exchange;

•

our ability to comply with funding requirements of our retirement plans;

•

our ability to comply with the terms of our indebtedness, including financial covenants, and to extend maturity dates, or refinance such indebtedness, prior to its maturity date;

•

availability of capital on terms favorable to us, and our ability to raise capital through the sale of certain real estate assets, or at all; and

•

changes in U.S. accounting standards adversely impacting us.

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Such risks and uncertainties also include those risks and uncertainties discussed in the sections entitled “Business,” “Risk Factors,” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”) and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report, as well as other factors described from time to time in our reports filed with the SEC. Although we believe that our opinions and expectations reflected in the forward-looking statements are reasonable as of the date of this Quarterly Report, we cannot guarantee future results, levels of activity, performance or achievements, and our actual results may differ substantially from the views and expectations set forth in this Quarterly Report. Thus, you should not place undue reliance on any forward-looking statements. New factors emerge from time to time, and it is not possible for us to predict which factors will arise. In addition, we cannot assess the impact of each factor on our business or the extent to which any factor, or combination of factors, may cause actual results to differ materially from those contained in any forward-looking statements. Further, any forward-looking statements speak only as of the date made and, except as required by law, we undertake no obligation to publicly revise our forward-looking statements to reflect events or circumstances that arise after the date of this Quarterly Report. We qualify all of our forward-looking statements by these cautionary statements.

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PART I FINANCIAL INFORMATION

Item 1. Condensed Consolidated Interim Financial Statements (unaudited)

MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED BALANCE SHEETS

	September 30, 2024			December 31, 2023
	(unaudited)			(audited)
	(in thousands except share data)
ASSETS
CURRENT ASSETS
Cash and cash equivalents	$	6,138		$	5,700
Accounts receivable, net		1,534			1,166
Investments, current portion		2,982			2,671
Prepaid expenses and other assets		795			467
Total current assets		11,449			10,004

PROPERTY & EQUIPMENT, NET		17,061			16,059

OTHER ASSETS
Investments, noncurrent		119			464
Investment in joint venture		1,627			1,608
Deferred development costs		13,917			12,815
Other noncurrent assets		1,743			1,273
Total other assets		17,406			16,160
TOTAL ASSETS	$	45,916		$	42,223

LIABILITIES & STOCKHOLDERS' EQUITY
LIABILITIES
CURRENT LIABILITIES
Accounts payable	$	2,293		$	1,154
Payroll and employee benefits		631			502
Accrued retirement benefits, current portion		142			142
Deferred revenue, current portion		307			217
Long-term debt, current portion		85			-
Other current liabilities		548			465
Total current liabilities		4,006			2,480

LONG-TERM LIABILITIES
Accrued retirement benefits, noncurrent portion		1,485			1,550
Deferred revenue, noncurrent portion		1,267			1,367
Deposits		1,952			2,108
Line of credit		3,000			-
Long-term debt, noncurrent portion		189			-
Other noncurrent liabilities		27			14
Total long-term liabilities		7,920			5,039
TOTAL LIABILITIES		11,926			7,519

COMMITMENTS AND CONTINGENCIES

STOCKHOLDERS' EQUITY
Preferred stock--$0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding		-			-
Common stock--$0.0001 par value; 43,000,000 shares authorized; 19,657,407 and 19,615,350 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively		85,758			84,680
Additional paid-in-capital		14,026			10,538
Accumulated deficit		(59,101	)		(53,617	)
Accumulated other comprehensive loss		(6,693	)		(6,897	)
Total stockholders' equity		33,990			34,704
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	$	45,916		$	42,223

See Notes to Condensed Consolidated Interim Financial Statements

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MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

	Three Months Ended September 30,
	2024			2023
	(in thousands except per share amounts)
OPERATING REVENUES
Land development and sales	$	-		$	-
Leasing		2,729			1,931
Resort amenities and other		299			170
Total operating revenues		3,028			2,101

OPERATING COSTS AND EXPENSES
Land development and sales		237			108
Leasing		1,333			1,151
Resort amenities and other		251			201
General and administrative		1,158			938
Share-based compensation		2,094			700
Depreciation		187			192
Total operating costs and expenses		5,260			3,290

OPERATING LOSS		(2,232	)		(1,189	)

Other income		75			120
Pension and other post-retirement expenses		(78	)		(121	)
Interest expense		(2	)		(2	)
NET LOSS	$	(2,237	)	$	(1,192	)
Other comprehensive income - pension, net		68			83

TOTAL COMPREHENSIVE LOSS	$	(2,169	)	$	(1,109	)

NET LOSS PER COMMON SHARE-BASIC AND DILUTED	$	(0.11	)	$	(0.06	)

See Notes to Condensed Consolidated Interim Financial Statements

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MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF OPERATIONS AND COMPREHENSIVE LOSS

(UNAUDITED)

	Nine Months Ended September 30,
	2024			2023
	(in thousands except
	per share amounts)
OPERATING REVENUES
Land development and sales	$	200		$	19
Leasing		7,148			6,249
Resort amenities and other		805			604
Total operating revenues		8,153			6,872

OPERATING COSTS AND EXPENSES
Land development and sales		687			526
Leasing		3,447			2,984
Resort amenities and other		992			1,113
General and administrative		3,336			2,996
Share-based compensation		4,676			2,472
Depreciation		531			683
Total operating costs and expenses		13,669			10,774

OPERATING LOSS		(5,516	)		(3,902	)

Other income		271			598
Pension and other post-retirement expenses		(234	)		(364	)
Interest expense		(5	)		(5	)
NET LOSS	$	(5,484	)	$	(3,673	)
Other comprehensive income - pension, net		204			247

TOTAL COMPREHENSIVE LOSS	$	(5,280	)	$	(3,426	)

NET LOSS PER COMMON SHARE-BASIC	$	(0.28	)	$	(0.19	)
NET LOSS PER COMMON SHARE-DILUTED	$	(0.27	)	$	(0.19	)

See Notes to Condensed Consolidated Interim Financial Statements

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MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CHANGES IN STOCKHOLDERS’ EQUITY

For the Three and Nine Months Ended September 30, 2024 and 2023

(UNAUDITED)

(in thousands)

													Accumulated
							*Additional*						*Other*
	*Common Stock*						*Paid in*			*Accumulated*			*Comprehensive*
	*Shares*			*Amount*			*Capital*			*Deficit*			*Loss*			*Total*

Balance, December 31, 2023 (audited)		19,615		$	84,680		$	10,538		$	(53,617	)	$	(6,897	)	$	34,704
Share-based compensation		18			411			2,293									2,704
Vested restricted stock issued		21			356			(356	)								-
Shares cancelled to pay tax liability		(4	)		(78	)											(78	)
Other comprehensive income - pension														136			136
Net loss											(3,247	)					(3,247	)
Balance, June 30, 2024		19,650		$	85,369		$	12,475		$	(56,864	)	$	(6,761	)	$	34,219

Share-based compensation								1,320									1,320
Restricted stock and options cancellation					258			372									630
Vested restricted stock issued		7			141			(141	)								-
Shares cancelled to pay tax liability					(10	)											(10	)
Other comprehensive income - pension														68			68
Net loss											(2,237	)					(2,237	)
Balance, September 30, 2024		19,657		$	85,758		$	14,026		$	(59,101	)	$	(6,693	)	$	33,990


Balance, December 31, 2022 (audited)		19,477		$	83,392		$	9,184		$	(50,537	)	$	(8,267	)	$	33,772
Share-based compensation		67			620			1,429									2,049
Vested restricted stock issued		96			956			(956	)								-
Shares cancelled to pay tax liability		(50	)		(547	)											(547	)
Other comprehensive income - pension														164			164
Net loss											(2,481	)					(2,481	)
Balance, June 30, 2023		19,590		$	84,421		$	9,657		$	(53,018	)	$	(8,103	)	$	32,957

Share-based compensation								611									611
Vested restricted stock issued		16			170			(170	)								-
Shares cancelled to pay tax liability		(1	)		(21	)											(21	)
Other comprehensive income - pension														83			83
Net loss											(1,192	)					(1,192	)
Balance, September 30, 2023		19,605		$	84,570		$	10,098		$	(54,210	)	$	(8,020	)	$	32,438

See Notes to Condensed Consolidated Interim Financial Statements.

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MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

CONDENSED CONSOLIDATED STATEMENTS OF CASH FLOWS

(UNAUDITED)

	Nine Months Ended September 30,
	2024			2023
	(in thousands)

NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$	147		$	(197	)

CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property and deferred development costs		(2,635	)		(872	)
Contributions to investment in joint venture		(19	)		-
Purchases of debt securities		(3,155	)		(2,424	)
Maturities of debt securities		3,189			2,323
NET CASH USED IN INVESTING ACTIVITIES		(2,620	)		(973	)

CASH FLOWS FROM FINANCING ACTIVITIES
Borrowing under line of credit		3,000			-
Debt and common stock issuance costs and other		(89	)		(568	)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES		2,911			(568	)

NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS		438			(1,738	)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD		5,700			8,509
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$	6,138		$	6,771

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

●

Common stock issued under the Company’s 2017 Equity and Incentive Award Plan was $1.1 million and $1.2 million for the nine months ended September 30, 2024 and 2023, respectively.

See Notes to Condensed Consolidated Interim Financial Statements.

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MAUI LAND & PINEAPPLE COMPANY, INC. AND SUBSIDIARIES

NOTES TO CONDENSED CONSOLIDATED INTERIM FINANCIAL STATEMENTS (UNAUDITED)

For the Three and Nine Months Ended September 30, 2024 and 2023

1.	BASIS OF PRESENTATION

The accompanying unaudited condensed consolidated interim financial statements have been prepared by Maui Land & Pineapple Company, Inc. (together with its subsidiaries, the “Company”) in conformity with accounting principles generally accepted in the United States of America (“GAAP”) for interim financial information that are consistent in all material respects with those applied in the Company’s Annual Report on Form 10-K for the year ended December 31, 2023 (the “Annual Report”), and pursuant to the instructions to Form 10-Q and Article 8 of Regulation S-X of the U.S. Securities and Exchange Commission (“SEC”). Accordingly, they do not include all of the information and notes to the annual audited consolidated financial statements required by GAAP for complete financial statements. In the opinion of management, the accompanying unaudited condensed consolidated interim financial statements contain all normal and recurring adjustments necessary to fairly present the Company’s consolidated financial position, results of operations and cash flows for the interim periods ended September 30, 2024 and 2023. The unaudited condensed consolidated interim financial statements and notes should be read in conjunction with the annual audited consolidated financial statements and notes thereto included in the Annual Report.

Maui Land & Pineapple Company, Inc. is a Delaware corporation and the successor to a business organized in 1909 as a Hawai‘i corporation. The Company reincorporated from Hawaii to Delaware pursuant to a plan of conversion completed on July 18, 2022. Total authorized capital stock of the Company includes 48,000,000 shares, consisting of 43,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per share. Shares of the Company’s common stock are listed on the New York Stock Exchange (“NYSE”) under the ticker symbol “MLP.”

2.	CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand, deposits in banks, and money market funds.

3.	INVESTMENTS IN DEBT SECURITIES

Held-to-maturity debt securities are stated at amortized cost. Investments are reviewed for impairment for each reporting period. If any impairment is considered other-than-temporary, an allowance for credit loss would be established and held-to-maturity debt securities will be presented net of the credit loss allowance. Adjustments to expected credit losses are recorded as a component of other income (expense).

Amortized cost and fair value of corporate debt securities at September 30, 2024 and December 31, 2023 consisted of the following:

	September 30,		December 31,
	2024		2023
	(unaudited)		(audited)
	(in thousands)
Amortized cost	$	3,101	$	3,135
Unrealized gains		9		4
Fair value	$	3,110	$	3,139

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Maturities of debt securities at September 30, 2024 and December 31, 2023 were as follows:

	September 30, 2024 (unaudited)				December 31, 2023 (audited)

	(in thousands)
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
One year or less	$	2,982	$	2,988	$	2,671	$	2,671
Greater than one year through five years		119		122		464		468
Fair value	$	3,101	$	3,110	$	3,135	$	3,139

The fair value of debt securities was measured using Level 2 inputs, which are based on quotes for trades occurring in active markets for identical assets.

4.	PROPERTY & EQUIPMENT

Property and equipment, net at September 30, 2024 and December 31, 2023 consisted of the following:

	September 30,			December 31,
	2024			2023
	(unaudited)			(audited)
	(in thousands)
Land	$	5,052		$	5,052
Land improvements		13,861			13,853
Buildings		23,105			22,869
Machinery and equipment		10,960			10,500
Construction in progress		829			-
Total property and equipment		53,807			52,274
Less accumulated depreciation		(36,746	)		(36,215	)
Property and equipment, net	$	17,061		$	16,059

Land

The Company holds approximately 22,400 acres of land. Most of this land was acquired between 1911 and 1932 and is carried in the Company’s balance sheets at cost. More than 20,900 acres are located in West Maui and are comprised of largely contiguous parcels which extend from the ocean to an elevation of approximately 5,700 feet. The West Maui landholdings include approximately 1,000 acres within Kapalua Resort, a master-planned, destination resort and residential community. Approximately 1,400 acres are located in Upcountry Maui in an area commonly known as Hali‘imaile and is mainly comprised of leased agricultural fields, commercial and light industrial properties.

Land Improvements

Land improvements are primarily comprised of roads, utilities, and landscaping infrastructure improvements at the Kapalua Resort. Also included are the Company’s potable and non-potable water systems in West Maui. A majority of the Company’s land improvements were either constructed and placed in service in the mid-to-late 1970s or conveyed in 2017. Depreciation expense would be considerably higher if these assets were stated at current replacement cost.

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Buildings

The Company holds approximately 247,000 square feet of leasable area on Maui. The buildings are comprised of restaurant, retail, and light industrial spaces located at the Kapalua Resort and in Haliimaile. A majority of the Company’s buildings were constructed and placed in service in the mid-to-late 1970s. Depreciation expense would be considerably higher if these assets were stated at current replacement cost.

Machinery and Equipment

Machinery and equipment are mainly comprised of zipline course equipment installed at the Kapalua Resort in 2008 and used in the Company’s leasing operations.

Construction in Progress

Construction in progress is comprised of ongoing Kapalua Resort and Haliimaile projects, including renovations and improvements to buildings, warehouses and commercial assets.

5.	INVESTMENT IN JOINT VENTURE

In December 2023, the Company entered into a joint venture agreement with a local developer to form a Hawaii limited liability company ("BRE2 LLC"). The Company's initial capital contribution to BRE2 LLC consisted of approximately 30 acres of former pineapple lands in Hali‘imaile valued at $1.6 million. There were no proceeds from the transaction as the land was an equity contribution to the joint venture and was recognized as land development and sales operating revenues. However, after reevaluating the accounting treatment of the transaction, it was determined that the $1.6 million should have been presented as a nonoperating gain on the derecognition of the land rather than operating revenue. The Company does not consider the misclassification to be material and intends on restating the gain in the Company’s Annual Report on Form 10-K for fiscal year 2024, anticipated to be filed in March 2025. During the nine months ended September 30, 2024, the Company expensed $19,000 on behalf of BRE2 LLC which was recorded as an additional capital contribution to BRE2 LLC. According to terms of the Operating Agreement for BRE2 LLC, net proceeds from the sales of improved agricultural lots will be distributed when the funds are available for distribution. Although the Company holds a majority of the equity of BRE2 LLC, the Company does not control BRE2 LLC, and as a result, BRE2 LLC is presented in the Company’s financial statements using the equity method of accounting.

6.	CONTRACT ASSETS AND LIABILITIES

Receivables from contracts with customers were $0.5 million and $0.4 million at September 30, 2024 and December 31, 2023, respectively.

Deferred club membership revenue

The Company operates the Kapalua Club, a private, non-equity club program providing members special programs, access and other privileges to certain of the amenities within the Kapalua Resort. Deferred revenues from membership dues received from the Kapalua Club are recognized on a straight-line basis over one year. Revenue recognized for each of the nine months ended September 30, 2024 and 2023 was $0.6 million.

Deferred license fee revenue

Effective April 1, 2020, the Company entered into a trademark license agreement (the “Agreement”) with Kapalua Golf (the “Licensee”), the owner of Kapalua Plantation and Bay golf courses. Under the terms and conditions set forth in the Agreement, the Licensee is granted a perpetual, terminable on default, transferable, non-exclusive license to use the Company’s trademarks and service marks to promote its golf courses and to sell its licensed products. The Company received a single royalty payment of $2.0 million in March 2020. Revenue recognized on a straight-line basis over its estimated economic useful life of 15 years was $99,999 for each of the nine months ended September 30, 2024 and 2023.

7.	LONG-TERM DEBT

Long-term debt is comprised of amounts outstanding under the Company’s $15.0 million revolving line of credit facility (“Credit Facility”) with First Hawaiian Bank (“Bank”) maturing on December 31, 2025. At September 30, 2024, $12.0 million was available from our Credit Facility, as the Company borrowed $3,000,000 during the three months ended September 30, 2024. The Credit Facility provides options for revolving or term loan borrowing. Interest on loan borrowing is based on the Bank’s prime rate minus 1.125 percentage points. Interest on term loan borrowing may be fixed at the Bank’s commercial loan rates using an interest rate swap option. The Company has pledged approximately 30,000 square feet of commercial leased space in the Kapalua Resort as security for the Credit Facility. Net proceeds from the sale of any collateral are required to be repaid toward outstanding borrowings and will permanently reduce the Credit Facility’s revolving commitment amount. There are no commitment fees on the unused portion of the Credit Facility.

The terms of the Credit Facility include various representations, warranties, affirmative, negative and financial covenants and events of default customary for financings of this type. Financial covenants include a minimum liquidity (as defined) of $2.0 million, a maximum of $45.0 million in total liabilities, and a limitation of new indebtedness on collateralized properties without the prior written consent of the Bank.

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The outstanding balance of the Credit Facility was $3,000,000 at September 30, 2024 and zero at December 31, 2023. The Company was in compliance with Credit Facility at September 30, 2024.

8.	ACCRUED RETIREMENT BENEFITS

Accrued retirement benefits at September 30, 2024 and December 31, 2023 consisted of the following:

	September 30,			December 31,
	2024			2023
	(unaudited)			(audited)
	(in thousands)

Defined benefit pension plan	$	(63	)	$	(33	)
Non-qualified retirement plans		1,690			1,725
Total		1,627			1,692
Less current portion		(142	)		(142	)
Non-current portion of accrued retirement benefits	$	1,485		$	1,550

The Company has a defined benefit pension plan (the “Defined Plan”), which covers many of its former bargaining unit employees and an unfunded non-qualified retirement plan (the “Non-qualified Plan”) covering nine former non-bargaining unit management employees and former executives. In 2009, the Non-qualified Plan was frozen, and in 2011, the pension benefits under the Defined Plan were frozen. All future vesting of additional benefits were discontinued effective in 2009 for the Non-qualified Plan and in 2011 for the Defined Plan. The Board of Directors (the “Board”) approved the termination of the Defined Plan and the Non-qualified Plan in 2023.

The net periodic benefit costs for pension and post-retirement benefits for the three and nine months ended September 30, 2024 and 2023 were as follows:

	Three Months Ended September 30, (unaudited)						Nine Months Ended September 30, (unaudited)
	2024			2023			2024			2023
	(in thousands)						(in thousands)

Interest cost	$	184		$	203		$	552		$	608
Expected return on plan assets		(174	)		(165	)		(522	)		(491	)
Amortization of net loss		68			83			204			247
Pension and other postretirement expenses	$	78		$	121		$	234		$	364

No contributions are required to be made to the Defined Plan in 2024.

9.	COMMITMENTS AND CONTINGENCIES

On December 31, 2018, the State of Hawaii Department of Health (“DOH”) issued a Notice and Finding of Violation and Order (“Order”) for alleged wastewater effluent violations related to the Company’s Upcountry Maui wastewater treatment facility. The facility was built in the 1960s to serve approximately 200 single-family homes developed for workers in the Company’s former agricultural operations. The facility is comprised of two 1.5-acre wastewater stabilization ponds and surrounding disposal leach fields. The Order includes, among other requirements, payment of a $230,000 administrative penalty and development of a new wastewater treatment plant, which become final and binding unless a hearing is requested to contest the alleged violations and penalties.

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The construction of additional leach fields and installation of a surface aerator, sludge removal system, and natural pond cover using water plants were completed in 2023. Test results from wastewater monitoring indicate effluent concentration amounts within allowable ranges. A feasibility study was prepared for and submitted to the Company on January 15, 2024, identifying various technical solutions that could be implemented to resolve the Order. The DOH agreed to defer the Order on February 15, 2024, as the Company continues to work to resolve and remediate the facility’s wastewater effluent issues through an approved corrective action plan. The Company submitted a plan (the Plan) and proposed solution to resolve the Order on March 14, 2024. The Plan included the installation of an additional pond that will be lined and installed with aerators. One of the existing ponds will be lined and renovated as necessary and the other pond will be taken offline and used as a backup pond if needed. The Company continues to work with the DOH to coordinate the timing and approval of the Plan to implement the technical solution to resolve the Order. Meetings continue to be scheduled to provide status updates and progress being made towards resolution.

In addition, from time to time, the Company is the subject of various other claims, complaints and other legal actions which arise in the normal and ordinary course of the Company’s business activities. The Company believes the resolution of these other matters, in the aggregate, is not likely to have a material adverse effect on the Company’s consolidated financial position or operations.

10.

LEASING ARRANGEMENTS

The Company leases land primarily to agriculture operators and leases space in commercial buildings primarily to restaurant and retail tenants with terms continuing through 2048. These operating leases generally provide for minimum rents for commercial properties and land assets and, in some cases, licensing fees for use of trade names, percentage rentals based on tenant revenues, and reimbursement of common area maintenance and other expenses. Certain leases allow the lessee an option to extend or terminate the agreement. There are no leases allowing a lessee an option to purchase the underlying asset. Leasing income subject to Accounting Standards Codification Topic 842 for the three and nine months ended September 30, 2024 and 2023 were as follows:

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	(unaudited)				(unaudited)
	2024		2023		2024		2023
	(in thousands)				(in thousands)

Minimum rentals	$	1,083	$	849	$	3,105	$	2,493
Percentage rentals		734		233		1,783		1,263
Licensing fees		67		188		136		706
Other		374		349		725		916
Total	$	2,258	$	1,619	$	5,749	$	5,378

11.

SHARE-BASED COMPENSATION

The Company’s directors and certain members of management receive a portion of their compensation in shares of the Company’s common stock granted under the Company’s 2017 Equity and Incentive Award Plan, as amended (the “Equity Plan”).

Share-based compensation is awarded annually to certain members of the Company’s management based on their achievement of predefined performance goals and objectives under the Equity Plan. Their share-based compensation is comprised of an annual incentive paid in shares of common stock and a long-term incentive paid in restricted shares of common stock vesting quarterly over a period of three years. Share-based compensation is valued based on the average of the high and low share price on the date of grant. Shares are issued upon execution of agreements reflecting the grantee’s acceptance of the respective shares subject to the terms and conditions of the Equity Plan. Restricted shares issued under the Equity Plan have voting and regular dividend rights but cannot be disposed of until such time as they are vested. All unvested restricted shares are forfeited upon the grantee’s termination of directorship or employment from the Company.

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Directors receive both cash and share-based compensation under the Equity Plan. Their share-based compensation is comprised of restricted shares of common stock vesting quarterly over the directors’ annual period of service which are valued based on the average of the high and low share price on the date of grant. Shares are issued upon execution of agreements reflecting the grantee’s acceptance of the respective shares subject to the terms and conditions of the Equity Plan. Restricted shares issued under the Equity Plan have voting and regular dividend rights but cannot be disposed of until such time as they are vested. All unvested restricted shares are forfeited upon the grantee’s termination of directorship or employment from the Company.

Options to purchase shares of the Company’s common stock under the Equity Plan were granted to directors and the Chief Executive Officer in 2024 and 2023. Stock option grants are valued at the commitment date, based on the fair value of the equity instruments, and recognized as share-based compensation expense on a straight-line basis over its respective vesting periods. The option agreements provide for accelerated vesting if there is a change in control in ownership.

The number of common shares subject to options granted in 2023 for annual board service, board committee service, and continued service of the Chairman of the Board are 250,000 shares, 78,000 shares, and 400,000, respectively. For annual board service and board committee service, the stock options granted have a contractual period of ten years and vest quarterly over one year. The exercise price per share was based on the average of the high and low share price on the date of grant, or $12.11 per share. The fair value of these grants using the Black-Scholes option-pricing model was $3.88 per share based on an expected term of 5.25 years, expected volatility of 28%, and a risk-free rate of 4.16%. During the nine months ended September 30, 2024, 215,334 shares underlying the stock options granted to directors in 2023 for annual board and committee service vested. No shares underlying the 2023 stock option grants to directors remain unvested.

For continued board service of the Chairman, the stock option grant has a contractual period of ten years which vests as follows: 133,334 shares on June 1, 2024, 133,333 shares on June 1, 2025, and 133,333 shares on June 1, 2026. The exercise price per share was based on the average of the high and low share price on the date of grant, or $9.08 per share. The fair value of these grants using the Black-Scholes option-pricing model was $3.94 per share based on an expected term of 6.12 years, expected volatility of 37%, and a risk-free rate of 3.49%. There were 266,666 of unvested share options, or $0.8 million of unrecognized compensation cost, at September 30, 2024.

An option to purchase 400,000 shares of the Company’s common stock under the Equity Plan was granted to the Chief Executive Officer during the three months ended March 31, 2024. The stock option grant has a contractual period of ten years and vests annually as follows: 133,334 shares on January 1, 2025, 133,333 shares on January 1, 2026, and 133,333 shares on January 1, 2027. The exercise price per share was based on the average of the high and low share price on the date of grant, or $15.75 per share. The stock option grant is valued at the commitment date, based on the fair value, and recognized as share-based compensation expense on a straight-line basis over its vesting period beginning in January 2024. The fair value of the grant using the Black-Scholes option-pricing model was $6.02 per share at January 1, 2024 based on an expected term of 6.00 years, expected volatility of 31%, and a risk-free rate of 3.82%. There were 400,000 shares of unvested share options, or $1.8 million of unrecognized compensation cost at September 30, 2024.

The number of common shares subject to options granted in 2024 for annual board service and board committee service were 312,500 and 87,000, respectively. These option grants have a contractual period of ten years and vest quarterly over one year. The exercise price per share was based on the average of the high and low share price on the date of grant, or $22.25 per share. The fair value of these grants using the Black-Scholes option-pricing model was $8.87 per share based on an expected term of 5.25 years, expected volatility of 32.1%, and a risk-free rate of 4.40%. During the nine months ended September 30, 2024, 206,750 shares of stock options granted to directors in 2024 for annual board and committee service vested. There were 192,750 shares of unvested share options, or $1.7 million of unrecognized compensation cost at September 30, 2024.

The simplified method described in Staff Accounting Bulletin No. 107 was used by management due to the lack of historical option exercise behavior. The Company does not currently issue dividends. There were no forfeitures of stock option grants as of September 30, 2024. Management does not anticipate future forfeitures to be material.

Share-based compensation expenses totaled $4.7 million and $2.5 million for the nine months ended September 30, 2024 and 2023, respectively. Included in these amounts were $1.6 million and $0.7 million of restricted common stock vested during the nine months ended September 30, 2024 and 2023, respectively, and $3.1 million and $1.4 million of stock options vested during the nine months ended September 30, 2024 and 2023, respectively. Share-based compensation expense totaled $2.1 million and $0.7 million for the three months ended September 30, 2024 and 2023, respectively. Included in these amounts were $0.9 million and $0.1 million of restricted common stock vested during the three months ended September 30, 2024 and 2023, respectively, and $1.2 million and $0.6 million of stock options vested during the three months ended September 30, 2024 and 2023, respectively.

On August 5, 2024, R. Scot Sellers, a director and Chairman of the Board, Stephen M. Case, a director, and Race A. Randle, Chief Executive Officer, voluntarily executed agreements to cancel previously granted stock options and common stock grants. The Equity Plan was amended in February 2023 to increase the limit on the number of shares to be awarded during a plan year to 400,000 shares. In 2023, Mr. Sellers received options to purchase 63,500 shares and 18,804 shares of common stock that exceeded the 400,000 share limit. In February 2024, Mr. Randle received 28,511 shares of common stock that exceeded the 400,000 share limit. In addition, although grants to Mr. Case did not exceed the Equity Plan limit, he voluntarily opted to cancel the common stock grants and options issued to him in 2023 amounting to 6,659 shares and 56,000 shares, respectively, and options and restricted shares issued in 2024 amounting to 3,124 shares and 56,000 shares, respectively. The cancellation of the options and common stock grants resulted in recognizing the remaining unvested awards of options and common stock grants immediately. In the third quarter of 2024, $631,000 was recognized as expense due to the cancellations, $402,000 due to the cancellation of Mr. Case’s options and common stock grants and $229,000 due to the cancellation of Mr. Randle’s common stock grants.

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12.

INCOME TAXES

The Company uses a recognition threshold and measurement attribute for the financial statement recognition and measurement of a tax position taken or expected to be taken on a tax return. The Company’s provision for income taxes is calculated using the liability method. Deferred income taxes are provided for all temporary differences between the consolidated financial statements and income tax bases of assets and liabilities using tax rates enacted by law or regulation. A full valuation allowance was established for deferred income tax assets at September 30, 2024, and December 31, 2023, respectively.

13.

LOSS PER SHARE

Basic net loss per common share is computed by dividing net loss by the weighted-average number of common shares outstanding. Diluted net loss per common share is computed similar to basic net loss per common share except that the denominator is increased to include the number of additional common shares that would have been outstanding if the dilutive potential common shares had been issued. Potentially dilutive shares arise from non-vested restricted stock and non-qualified stock options granted under the Equity Plan. The treasury stock method is applied to determine the number of potentially dilutive shares.

Basic and diluted weighted-average shares outstanding were 19.7 million and 20.0 million for the three months ended September 30, 2024, respectively. Basic and diluted weighted-average shares were 19.6 million and 20.4 million for the nine months ended September 30, 2024, respectively.

14.

REPORTABLE OPERATING SEGMENTS

The Company’s reportable operating segments are comprised of the discrete business units whose operating results are regularly reviewed by the Chief Executive Officer – its chief operating decision maker – in assessing performance and determining the allocation of resources and by the Board. Reportable operating segments are as follows:

•

Land development and sales, which includes the planning, entitlement, development, and sale of real estate inventory;

•

Leasing, which includes revenues and expenses from real property leasing activities, license fees and royalties for the use of certain of the Company’s trademarks and brand names by third parties, and the cost of maintaining the Company’s real estate assets, including watershed conservation activities. The operating segment also includes the revenues and expenses from the management of ditch, reservoir and well systems that provide non-potable irrigation water to West and Upcountry Maui areas; and

•

Resort amenities, which includes the Kapalua Club, which provides certain benefits and privileges within the Kapalua Resort for its members.

The Company’s reportable operating segment results are measured based on operating income (loss), exclusive of interest, depreciation, general and administrative expenses, and share-based compensation.

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The reportable segment data is presented as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	(unaudited)						(unaudited)
	2024			2023			2024			2023
	(in thousands)						(in thousands)
Operating Segment Revenues
Land development and sales	$	-		$	-		$	200		$	19
Leasing		2,729			1,931			7,148			6,249
Resort amenities and other		299			170			805			604
Total Operating Segment Revenues	$	3,028		$	2,101		$	8,153		$	6,872
Operating Segment Income
Land development and sales	$	(237	)	$	(108	)	$	(487	)	$	(507	)
Leasing		1,396			780			3,701			3,265
Resort amenities and other		48			(31	)		(187	)		(509	)
Total Operating Segment Income	$	1,207		$	641		$	3,027		$	2,249

15.

FAIR VALUE MEASUREMENTS

GAAP establishes a framework for measuring fair value and requires certain disclosures about fair value measurements to enable the reader of the unaudited condensed consolidated interim financial statements to assess the inputs used to develop those measurements by establishing a hierarchy for ranking the quality and reliability of the information used to determine fair values. GAAP requires that financial assets and liabilities be classified and disclosed in one of the following three categories:

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

The Company considers all cash on hand to be unrestricted cash for the purposes of the unaudited condensed consolidated balance sheets and unaudited condensed consolidated statements of cash flows. The fair value of receivables and payables approximate their carrying value due to the short-term nature of the instruments. The method used to determine the valuation of stock options granted to directors during the three and nine months ended September 30, 2024 is described in Note 11.

16.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

The Company's significant accounting policies are described in Note 1 in Item 8 of the Annual Report. There have been no changes to the Company’s significant accounting policies during the nine months ended September 30, 2024. Previous changes to the Company's significant accounting policies are included herein.

In November 2023, the FASB issued ASU No. 2023-07 (“ASU 2023-07”), Segment Reporting (ASC Topic 280): Improvements to Reportable Segment Disclosures to improve reportable segment disclosure requirements, primarily through enhanced disclosures about significant segment expenses. In addition, the amendments in the ASU enhance interim disclosure requirements, clarify circumstances in which an entity can disclose multiple segment measures of profit or loss, provide new segment disclosure requirements for entities with a single reportable segment, and contain other disclosure requirements. ASU 2023-07 is effective for fiscal years beginning after December 15, 2023, and interim periods within fiscal years beginning after December 15, 2024, and requires retrospective application to all prior periods presented in the financial statements. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.

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In December 2023, the FASB issued ASU No. 2023-09 (“ASU 2023-09”), Income Taxes (ASC Topic 740): Improvement to Income Tax Disclosures to enhance the transparency and decision usefulness of income tax disclosures, primarily related to the rate reconciliation and income taxes paid information. ASU 2023-09 is effective for annual periods beginning after December 15, 2024, on a prospective basis. Early adoption is permitted. The Company is currently evaluating the impact of this accounting standard update on its consolidated financial statements and related disclosures.

17.

SUBSEQUENT EVENTS

On October 22, 2024 the Company entered into a Memorandum of Agreement (the “Honokeana Agreement”) with the State of Hawai‘i Department of Transportation (“State”) to lease land and administer and manage the construction of improvements necessary to support temporary homes for individuals and families displaced by the Maui wildfires on August 8, 2023.

In furtherance of the Company’s stated mission to productively use its assets to meet the community’s critical needs, MLP agreed to lease approximately 50 acres of vacant land to the State in an area known as Honokeana, near Napili in Lahaina, Maui. The land will be leased to the State at no cost for five years, plus the duration of time necessary to construct the temporary homes. The land is a portion of a larger, 1,377-acre parcel owned by the Company.

The Honokeana Agreement provides the State will fund all costs to complete the project, including approximately $35,500,000 to complete the necessary horizontal improvements. The Company has agreed to administer and manage the construction of the horizontal improvements and, at the State’s election, the subsequent vertical improvements, at cost of which have yet to be estimated. The Company will provide its administration services to the State at its cost and will not directly profit from these services. After the end of the lease, the State will remove any vertical improvements unless MLP requests that specific improvements remain.

Item 2.

MANAGEMENT’S DISCUSSION AND ANALYSIS OF FINANCIAL CONDITION AND RESULTS OF OPERATIONS

The following discussion and analysis of our unaudited condensed consolidated interim financial condition and results of operations should be read in conjunction with our annual audited consolidated financial statements and related notes included in our Annual Report on Form 10-K for the year ended December 31, 2023 (our “Annual Report") and the unaudited condensed consolidated interim financial statements and related notes included in this Quarterly Report on Form 10-Q (this “Quarterly Report”). The following discussion contains forward-looking statements that involve risks and uncertainties. Our actual results could differ materially from those expressed or implied by the forward-looking statements below. Factors that could cause or contribute to those differences in our actual results include, but are not limited to, those discussed below and those discussed elsewhere within this Quarterly Report, particularly in the section entitled “Cautionary Note Regarding Forward-Looking Statements.” Depending upon the context, the terms the “Company,” “we,” “our,” and “us,” refer to either Maui Land & Pineapple Company, Inc. alone, or to Maui Land & Pineapple Company, Inc. and its subsidiaries collectively.

Overview

Maui Land & Pineapple Company, Inc. is a Delaware corporation and the successor to a business organized in 1909 as a Hawaii corporation. The Company reincorporated from Hawaii to Delaware pursuant to a plan of conversion completed on July 18, 2022. Total authorized capital stock of the Company includes 48,000,000 shares, consisting of 43,000,000 shares of common stock, par value $0.0001 per share, and 5,000,000 shares of preferred stock, par value $0.0001 per share. Shares of the Company’s common stock are listed on the New York Stock Exchange under the ticker symbol “MLP.” The Company consists of a landholding and operating parent company, has a principal subsidiary, Kapalua Land Company, Ltd., and certain other subsidiaries

We own and manage a diverse portfolio including over 22,400 acres of land on the island of Maui, Hawaii along with 247,000 square feet of commercial real estate. For over a century, we have built a legacy of authentic innovation through conservation, agriculture, community building and land management. Our current portfolio of assets includes unimproved land, entitled land allowing for various residential and mixed-use construction, and completed commercial properties.

In April 2023, a leadership transition was initiated by appointing a new Chief Executive Officer and new Chairman of the Board, both of whom are experienced in large scale real estate portfolio management including master planning, community building, and asset management. The strengthening of our team has continued through September 2024 with the addition of team members with localized experience including planning, engineering, permitting, community development, land and natural resource stewardship, and asset management.

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To continue our over 100-year legacy, we are driven by a renewed mission to strategically maximize the use of our assets, resulting in added value to the Company and improved quality of life on Maui for future generations.

As a key initiative of the new leadership team, we have advanced efforts to maximize the productivity of our leasable land and commercial properties. At September 30, 2024, our commercial properties and land were occupied at the following levels:

Region

Commercial

Property

Approx.

Land

Area

(Acres)

Current

Uses

Improvements

in Process

Approx.

Leasable

Area (sf)

Leased Area

at 9/30/24

Leased Area

at 12/31/23

Variance

West Maui

Kapalua Resort Commercial

Resort mixed-use

Asset mgmt.

72,169

64,753

59,143

5,610

West Maui

Alaeloa Business Center

Agriculture Mixed-use

Asset mgmt.

40,050

39,150

17,080

22,070

Upcountry

Hali‘imaile Village Commercial

Light industrial, Commercial,

Asset mgmt.

135,109

108,234

101,553

6,681

Total Commercial Property Land Area

Total (sf)

247,328

212,137

177,776

34,361

Occupancy

86%

72%

14%

Year to date, the team has increased commercial property occupancy from 72% to 86%, including tenant relocations and improvements necessary to enhance the variety and quality of experiences in our town centers. This effort will continue, along with capital improvements necessary to continue attracting top tier tenants. In addition to stable cashflow in a supply-constrained market, our commercial properties allow us to perform value-creating placemaking for our surrounding landholdings. We anticipate cashflow from our commercial properties to increase in the coming years, as we reach stabilization and fund the near-term costs for tenant improvements and leasing costs inherent with new tenancies.

To enable the productive use of land for homes, businesses, farms, resort projects, or otherwise, we generally must make improvements to the land. These improvements take the form of master planning, entitlements and zoning, subdivision into useful lot sizes, and the addition of infrastructure, enabling it to be placed into productive use. In 2024 we completed portfolio-wide strategic plans across all 22,400 acres to prioritize and guide actions of the Company in the forthcoming quarters.

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Our strategic plan for land utilization aligns with our mission to meet the current and future needs of the community, in a significantly supply-constrained market. The plan identified four categories of improved and unimproved land actions as follows in the table below.

Category	Region	Property	Approximate Land Area (Acres)		Current Land Use/ Zoning	Improvements in process	# of Lots or Units
1. Improved Land - Remnant and non-strategic parcels planned for sale	West Maui	Five Miscellaneous Non-strategic properties		67	Miscellaneous	N/A - Complete	5 parcels
	Upcountry	Three Miscellaneous. Non-strategic properties		24	Miscellaneous	N/A - Complete	3 parcels
2. Improved Land - Property in active marketing for sale and/or development with partner(s)	Upcountry	Baldwin Ranch Phase 2		31	Agriculture	N/A – By potential development partner	3 parcels
	West Maui	Kapalua Resort - Makai		37	Resort mixed-use	Planning	TBD
	West Maui	Kapalua Resort - Central		46	Resort mixed-use	Planning, Permitting	TBD
3. Unimproved Land - Property in active planning and improvements	West Maui	Honokeana Homes - State Temporary Housing		50	Agriculture	Design, permitting	Up to 200 lots
	West Maui	Kapalua Resort - Mauka		927	Resort Residential	Planning	Up to 639 lots
	West Maui	Kapalua area Agricultural Land		915	Agriculture	Planning	TBD
	West Maui	Honokeana area Agricultural Land		1,566	Agriculture	Planning	TBD
	Upcountry	Hali‘imaile Ranch Land		326	Agriculture	Planning	TBD
	Upcountry	Hali‘imaile Farm Land		328	Agriculture	Planning	TBD
4. Unimproved Land - Property being marketed for long-term lease and ongoing asset management	West Maui	Kahana area Agricultural Land		3,136	Agriculture	Asset management	TBD
	West Maui	Honolua area Agricultural Land		1,758	Agriculture	Asset management	TBD
	West Maui	Honokohau area Agricultural Land		1,884	Agriculture	Asset management	TBD
	West Maui	Watershed Conservation Land		10,328	Conservation	Conservation management	TBD
	West Maui	Waterfront Conservation Land		243	Conservation	Conservation management	TBD
	Upcountry	Hali‘imaile Pineapple Farm Land		759	Agriculture	Asset management	TBD
	Total Land Portfolio Area (acres)			22,425

As a result of this strategic planning effort, our team is underway with concurrent activities to activate our land holdings to meet the long-term needs of the community, including the provision of land for agriculture and housing.

Near-term sales revenues (1-3 years) may be anticipated from our remnant and non-strategic parcels for sale, along with improved land in active marketing for sale and/or development with partner(s).

Unimproved land in active planning and improvements will likely require three or more years before improvements are completed and revenue generation is realized. Funding for soft cost improvements, if not covered by our commercial properties and land leasing cashflow, will likely be provided by remnant non-strategic parcel sales and our revolving line of credit. As infrastructure and site improvement hard costs are warranted, capital will primarily be provided by project presale deposits and construction financing.

For the Honokeana Homes project, 50 acres will be leased to the State of Hawaii for up to seven years with no lease revenue. The State of Hawaii will fund the hard and soft costs to make horizontal improvements to the land and has set aside an initial $35.5 million for the project. The Company will administer the horizontal improvements utilizing third party contractors, on a cost recovery basis with no direct profit from the administrative work. If the State selects the Company to administer the home construction, the Company will similarly intend to do so on a cost recovery basis.

Unimproved land identified for long-term lease and ongoing asset management may be expected to be leased or licensed for diversified agricultural, conservation, and cultural uses for the next ten or more years. This land includes the Pu’u Kukui Watershed, which is over 8,600 acres and is actively managed to maximize rainfall capture and recharge of the aquifer which provides approximately 70% of the water consumed in West Maui. As most of the agricultural land was irrigated, graded, and actively farmed in prior decades, it has high potential for productive agricultural use. The Company is focused on increasing the occupancy of these agricultural lands to improve productivity via economic activity and local food production.

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Results of Operations

Three and Nine Months Ended September 30, 2024 Compared to Three and Nine Months Ended September 30, 2023

CONSOLIDATED

	Three Months Ended September 30,						Nine Months Ended September 30,
	(unaudited)						(unaudited)
	2024			2023			2024			2023
	(in thousands)						(in thousands)

Operating revenues	$	3,028		$	2,101		$	8,153		$	6,872
Segment operating costs and expenses		(1,821	)		(1,460	)		(5,126	)		(4,623	)
General and administrative		(1,158	)		(938	)		(3,336	)		(2,996	)
Share-based compensation		(2,094	)		(700	)		(4,676	)		(2,472	)
Depreciation		(187	)		(192	)		(531	)		(683	)
Operating loss		(2,232	)		(1,189	)		(5,516	)		(3,902	)
Other income		75			120			271			598
Pension and other postretirement expenses		(78	)		(121	)		(234	)		(364	)
Interest expense		(2	)		(2	)		(5	)		(5	)
Net loss	$	(2,237	)		(1,192	)	$	(5,484	)		(3,673	)

Net loss per Common Share - Basic	$	(0.11	)	$	(0.06	)	$	(0.28	)	$	(0.19	)
Net loss per Common Share - Diluted	$	(0.11	)	$	(0.06	)	$	(0.27	)	$	(0.19	)

LAND DEVELOPMENT AND SALES

	Three Months Ended September 30,						Nine Months Ended September 30,
	(unaudited)						(unaudited)
	2024			2023			2024			2023
	(in thousands)						(in thousands)

Operating revenues	$	-		$	-		$	200		$	19
Operating costs and expenses		(237	)		(108	)		(687	)		(526	)
Operating loss	$	(237	)	$	(108	)	$	(487	)	$	(507	)

Land development and sales operating revenues include the sales of our real estate inventory. There was one sale of real estate during the nine months ended September 30, 2024 amounting to $200,000 for a land easement in West Maui and no sales of real estate during the nine months ended September 30, 2023. This is purposeful as the Company is evaluating its commercial assets and land holdings to determine the best utilization of its assets in West Maui and in Upcounty Maui in the town of Haliimaile to increase value.

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In December 2021, we entered into an agreement to sell the Kapalua Central Resort project for $40.0 million. On May 13, 2022, terms of the agreement were amended to include a closing condition requiring the Maui Planning Commission to approve a five-year extension of a Special Management Area (SMA) permit issued by the County of Maui. We allowed the agreement to expire on April 11, 2023. The development plans for our real estate holdings remain subject to our review and evaluation. The Kapalua Central Resort project continues to be marketed for sale or development with partner(s) and the application for the SMA permit extension remains ongoing.

In December 2023, we contributed approximately 30-acres of land in Upcountry Maui, valued at $1.6 million, to BRE2 LLC, a joint venture between the Company and Stone Properties, for the development and sales of ranch lots. There were no proceeds from the transaction as the land was an equity contribution to the joint venture and was recognized as land development and sales operating revenues. However, after review, it was determined that the $1.6 million should have been presented as a gain on the derecognition of the land asset rather than operating revenue. This restatement in the treatment of the $1.6 million gain will be made in the Company’s Annual Report on Form 10-K for the fiscal year 2024, anticipated to be filed in March 2025. We anticipate sales of the ranch lots to total approximately $4.1 million, with approximately 50% constituting our share of the sales proceeds, which we expect to occur between the fourth quarter of 2024 to mid-2025.

Approximately $687,000 was spent towards real estate development expenditures during the nine months ended September 30, 2024 for development efforts both in West Maui and Haliimaile. Approximately $526,000 in development expenditures were made during the nine months ended September 30, 2023.

On August 14, 2024, the Company entered into a purchase agreement for the sale of an 11.883-acre parcel of land, located in Piiholo, Maui, Hawaii for $7.0 million. Pursuant to the terms of the purchase agreement, the purchaser elected to cancel the sale. As a result, the Company did not recognize any revenue associated with the agreement and the 11.883-acre Piiholo parcel will be marketed for sale as a non-strategic land parcel.

Land development and sales are cyclical and depend on several factors, such as interest rates and demand. Results from one period are not indicative of future performance trends in this business segment. Prior to the Maui wildfires which occurred on August 8, 2023, there was a shortage of primary housing supply on Maui. While the provision of land to generate primary housing and additional jobs was a priority of ours prior to the wildfires, the loss of over 2,000 homes and over 3,000 jobs in the Maui wildfire accelerated our efforts to get land into productive use to meet these critical needs.

LEASING

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	(unaudited)						(unaudited)
	2024			2023			2024			2023
	(in thousands)						(in thousands)

Operating revenues	$	2,729		$	1,931		$	7,148		$	6,249
Operating costs and expenses		(1,333	)		(1,151	)		(3,447	)		(2,984	)
Operating income	$	1,396		$	780		$	3,701		$	3,265

Operating revenues from leasing activities for the three months ended September 30, 2024, were comprised primarily of $2.2 million from commercial, industrial, and agricultural leases, and the remaining $0.5 million was primarily comprised of $67,000 of licensing fees from our registered trademarks and trade names, $249,000 from potable and non-potable water system sales and $85,000 in grant revenue from the State of Hawai‘i for conservation management of our Pu‘u Kukui Watershed. Operating revenue from leasing activities for the three months ended September 30, 2023, were primarily comprised of $1.3 million from commercial, industrial, and agricultural leases, and the remaining $0.6 million was comprised of $188,000 of licensing fees from our registered trademarks and trade names, $312,000 from potable and non-potable water system sales and $85,000 in grant revenue from the State of Hawai‘i for conservation management of our Puu Kukui Watershed.

Certain rental income is contingent upon the sales of tenants exceeding a defined threshold and recognized as a percentage of sales after those thresholds are achieved. As the COVID-19 pandemic waned, visitor traffic to Maui began to increase and these percentage rents, leasing revenues in general and land licensing from adventure tourism tenants were returning to pre-pandemic levels until the occurrence of the devastating Maui wildfires on August 8, 2023. The wildfires directly and critically impacted West Maui and took its toll on percentage rents and revenues for tourism based tenants. The $2.7 million of operating revenues from leasing activities for the three months ended September 30, 2024, compared to $1.9 million for the three months ended September 30, 2023 is an indication that tourism and visitor traffic is returning to pre-pandemic levels. The increase in operating revenues at September 30, 2024 compared to September 30, 2023, is reflective of our efforts to re-tenant and re-merchandise the tenant mix in the three commercial centers owned by the Company in the Kapalua Resort, Haliimaile Town and the Alaeloa Business Park. New tenant leases are typically being executed with an initial free rent period to reflect current market rental rates.

The increase in leasing operating costs and expenses for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, can be attributed to higher property maintenance costs for our commercial leasing portfolio properties, which had been deferred in prior years, hiring a property management and leasing firm to increase occupancy of our leasing portfolio, and the start-up costs and fees associated with our efforts to improve the tenant composition in our leasing portfolio.

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Our leasing operations face substantial competition from other property owners in Maui and Hawai‘i.

RESORT AMENITIES AND OTHER

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	(unaudited)						(unaudited)
	2024			2023			2024			2023
	(in thousands)						(in thousands)

Operating revenues	$	299		$	170		$	805		$	604
Operating costs and expenses		(251	)		(201	)		(992	)		(1,113	)
Operating income (loss)	$	48		$	(31	)	$	(187	)	$	(509	)

Our resort amenities and other segment includes the operations of the Kapalua Club, a private, non-equity club that provides its members special programs and access and other privileges at certain of the amenities at the Kapalua Resort, including a 30,000 square foot full-service spa and fitness center, a private pool-side dining beach club, and two 18-hole championship golf courses. The Kapalua Club does not own or operate any resort amenities and the member dues collected are primarily used to pay contracted fees to provide access for its members to the spa, beach club and other resort amenities.

The increase in operating revenues for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, was primarily due to new memberships being sold for the first time since 2019.

Contracted fee expenses decreased for the nine months ended September 30, 2024, compared to the nine months ended September 30, 2023, due to decreased fees for access and utilization of amenities.

The Kapalua Club was restructured in 2023. Its revised policies and practices have been implemented to better align club dues and club expenses. The Kapalua Club began to accept new membership applications beginning late 2023.

GENERAL AND ADMINISTRATIVE COSTS, SHARE-BASED COMPENSATION

General and administrative costs and share-based compensation for the nine months ended September 30, 2024 amounted to $8.0 million, compared to $5.5 million for the nine months ended September 30, 2023.

Share-based compensation costs and share-based compensation for the nine months ended September 30, 2024 amounted to $4.7 million, compared to $2.5 million for the nine months ended September 30, 2023. The $2.2 million increase is attributable to option valuation expenses resulting from the options granted to our Chief Executive Officer in January 2024, options granted to our directors in May 2024, which were at a higher valuation from the options granted to directors in May 2023, and the options and shares cancellation that took place in August 2024. These differences are explained in the paragraphs below. Shared based compensation expenses for the nine months ended September 30, 2024 included options for the Chairman of the Board issued in March 2023, options issued to directors in May 2023, options issued to the Chief Executive Officer in January 2024, options issued to directors in May 2024, stock grants to directors in 2024, cancellations of certain stock grants and options in August 2024, and employees’ incentive share vesting. Share-based compensation expenses for the nine months ended September 30, 2023 included options for the Chairman of the Board issued in March 2023, options issued to directors in May 2023, employees’ incentive share vesting and incentive share vesting for the former Chief Executive Officer upon separation from the Company on March 31, 2023.

An option to purchase 400,000 shares of the Company’s common stock under the 2017 Equity and Incentive Award Plan (the Plan) was granted to the Company's Chief Executive Officer during the three months ended March 31, 2024, none of these options shares vested during this period. Additional information of the option issuance to the Chief Executive Officer is detailed in Note 11 of the financial statements. During the nine months ended September 30, 2024, 422,084 shares of stock options vested which were comprised of 82,000 option shares issued to directors in May 2023, 340,084 option shares issued to directors in May 2024 and 133,334 option shares issued to the Chairman of the Board in March 2023. During the nine months ended September 30, 2023, 164,000 option shares were vested under options issued to directors in March 2023.

On August 5, 2024, R. Scot Sellers, a director and Chairman of the Board, Stephen M. Case, a director, and Race A. Randle, Chief Executive Officer, voluntarily executed agreements to cancel previously granted stock options and common stock grants. The Equity Plan was amended in February 2023 to increase the limit on the number of shares to be awarded during a plan year to 400,000 shares. In 2023, Mr. Sellers received options to purchase 63,500 shares and 18,804 shares of common stock that exceeded the 400,000 share limit. In February 2024, Mr. Randle received 28,511 shares of common stock that exceeded the 400,000 share limit. In addition, although grants to Mr. Case did not exceed the Equity Plan limit, he voluntarily opted to cancel the common stock grants and options issued to him in 2023 amounting to 6,659 shares and 56,000 shares, respectively, and options and restricted shares issued in 2024 amounting to 3,124 shares and 56,000 shares, respectively. The cancellation of the options and common stock grants resulted in recognizing the remaining unvested awards of options and common stock grants immediately. In the third quarter of 2024, $631,000 was recognized as expense due to the cancellations, $402,000 due to the cancellation of Mr. Case’s options and common stock grants and $229,000 due to the cancellation of Mr. Randle’s common stock grants.

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OTHER INCOME

Other income of $0.3 million and $0.6 million was earned during the nine month period ended September 30, 2024 and 2023, respectively. During the nine months ended September 30, 2024, other income was due to interest earned on savings and dividends earned on an investment bond fund of varying maturities. For the nine month period ended September 30, 2023, $0.4 million was earned interest on savings and dividends on an investment bond fund of varying maturities and $0.2 million was earned on a refund of captive insurance funds from a now defunct joint venture of the Company. The Company does not maintain nor possess any off-balance sheet financings nor transactions.

LIQUIDITY AND CAPITAL RESOURCES

Liquidity

Our cash and cash equivalents were $6.1 million and $5.7 million (audited) at September 30, 2024 and December 31, 2023, respectively.

We also had investments in a bond fund with varying maturities in the amount of $3.1 million at September 30, 2024 and December 31, 2023. Our investments consist of corporate bond securities maturing on various dates through November 2025. These bond investments yield approximately 3.4% at September 30, 2024. We intend to hold our bond securities until maturity.

At September 30, 2024, $12.0 million was available from our revolving line of credit facility (“Credit Facility”) with First Hawaiian Bank (“Bank”), as the Company borrowed $3,000,000 during the three months ended September 30, 2024. The Credit Facility, which matures on December 31, 2025, provides for revolving or term loan borrowing options. Interest on revolving loan borrowings is calculated using the Bank’s prime rate minus 1.125 percentage points. Interest on term loan borrowing is fixed at the Bank’s commercial loan rates with interest rate swap options available. We have pledged approximately 30,000 square feet of commercial leased space in the Kapalua Resort as security for the Credit Facility. Net proceeds from the sale of any collateral are required to be repaid toward outstanding borrowings and will permanently reduce the Credit Facility’s revolving commitment amount. There are no commitment fees on the unused portion of the Credit Facility.

The terms of the Credit Facility include various representations, warranties, affirmative, negative and financial covenants and events of default customary for financings of this type. Financial covenants include a minimum liquidity (as defined in the Credit Facility) of $2.0 million, a maximum of $45.0 million in total liabilities, and a limitation on new indebtedness.

We were in compliance with the covenants of our Credit Facility at September 30, 2024. We may borrow under our credit facility to invest in, and build value in, our assets and fund working capital if economic conditions are negatively impacted in future periods.

Cash Flows

Net cash provided by our operating activities for the nine months ended September 30, 2024 was $0.1 million and net cash used in our operating activities was $0.2 million for the nine months ended September 30, 2023.

There was one sale of real estate during the nine months ended September 30, 2024 in the amount of $0.2 million for a land easement in West Maui and no sales of real estate during the nine months ended September 30, 2023.

Interest income earned from our money market and bond investments was $0.3 million for the nine months ended September 30, 2024, and $0.4 million for the nine months ended September 30, 2023.

The outstanding balance of our Credit Facility was $3,000,000 at September 30, 2024. There were no interest payments due on our Credit Facility during the nine months ended September 30, 2024.

No contributions are required to be made to our defined benefit pension plan in 2024.

Capital Resources

Our business initiatives include investing in our operating infrastructure and continued planning and entitlement efforts on our development projects. At times, this may require borrowing under our Credit Facility or other indebtedness, repayment of which may be dependent on selling of our real estate assets at acceptable prices in condensed timeframes. We believe our cash and investment balances, cash provided from ongoing operating activities, and available borrowings under our Credit Facility, will provide sufficient liquidity to enable us to meet our working capital requirements, contractual obligations, and timely service our debt obligations for the next months and the foreseeable longer term.

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Our indebtedness could have the effect of, among other things, increasing our exposure to general adverse economic and industry conditions, limiting our flexibility in planning for, or reacting to, changes in our business and industry, and limiting our ability to borrow additional funds

Critical Accounting Policies and Estimates

The preparation of the unaudited condensed consolidated interim financial statements in conformity with GAAP requires the use of accounting estimates. Changes in these estimates and assumptions are considered reasonably possible and may have a material effect on the unaudited condensed consolidated interim financial statements and thus actual results could differ from the amounts reported and disclosed herein. For additional information regarding our critical accounting policies, see the section titled Critical Accounting Policies and Estimates in Part II, Item 7, within our Annual Report. There have been no material changes to the critical accounting policies and key estimates and assumptions disclosed in our Annual Report.

Item 3.

QUANTITATIVE AND QUALITATIVE DISCLOSURES ABOUT MARKET RISK

We have no material exposure to changes in interest rates related to our borrowing and investing activities used to maintain liquidity and to fund business operations. We have no material exposure to foreign currency risks.

We are subject to potential changes in consumer behavior and regulatory risks through travel and social distancing restrictions due to our location as a vacation destination. Potential deferrals and abatements may impact our rental income.

Item 4.

CONTROLS AND PROCEDURES

Evaluation of Disclosure Controls and Procedures

We maintain disclosure controls and procedures (as such term is defined in Rules 13a-15(e) and 15d-15(e) under the Securities Exchange Act of 1934, as amended) that are designed to ensure that information required to be disclosed in our Exchange Act reports is recorded, processed, summarized and reported within the time periods specified in the U.S. Securities and Exchange Commission’s (“SEC”) rules and forms, and that such information is accumulated and communicated to our management, including our Principal Executive Officer and Principal Financial Officer, as appropriate, to allow timely decisions regarding required disclosure.

In designing and evaluating the disclosure controls and procedures, our management recognizes that any controls and procedures, no matter how well designed and operated, can provide only reasonable assurance of achieving the desired control objectives, and our management necessarily was required to apply its judgment in evaluating the cost-benefit relationship of possible controls and procedures.

As required by Rules 13a-15(b) and 15d-15(b) under the Exchange Act, we carried out an evaluation, under the supervision and with the participation of our management, including our Principal Executive Officer and Principal Financial Officer, of the effectiveness of the design and operation of our disclosure controls and procedures at the end of the fiscal quarter covered by this report. Based upon the foregoing, our Principal Executive Officer and Principal Financial Officer concluded that our disclosure controls and procedures were effective during the nine months ended September 30, 2024 to provide reasonable assurance that information required to be disclosed by us in our Exchange Act reports is recorded, processed, summarized, and reported within the time periods specified in applicable SEC rules and forms.

Changes in Internal Controls Over Financial Reporting

There have been no significant changes in our internal controls over financial reporting (as such term is defined in Exchange Act Rule 13a-15(f) or 15d-15(f)) during the nine months ended September 30, 2024 that has materially affected, or is reasonably likely to materially affect, the Company’s internal control over financial reporting.

PART II OTHER INFORMATION

Item 1.

LEGAL PROCEEDINGS

For information related to Item 1. Legal Proceedings, refer to Note 9, Commitments and Contingencies, to our condensed consolidated interim financial statements included herein.

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Item 1A.

RISK FACTORS

Potential risks and uncertainties include, among other things, those factors discussed in the sections entitled “Business,” “Risk Factors” and “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in our Annual Report and the section entitled “Management’s Discussion and Analysis of Financial Condition and Results of Operations” in this Quarterly Report. Readers should carefully review those risks and the risks and uncertainties disclosed in other documents we file from time to time with the SEC. We undertake no obligation to publicly release the results of any revisions to any forward-looking statements to reflect anticipated or unanticipated events or circumstances occurring after the date of such statements. During the three and nine months ended September 30, 2024, there were no material changes to the risks and uncertainties described in Part I, Item 1A., “Risk Factors,” of our Annual Report.

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Item 6.

EXHIBITS

10.1*	Agreement, dated October 22, 2024, by and between The State of Hawaii Department of Transportation and Maui Land & Pineapple Company, Inc.

31.1*	Certification of Principal Executive Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.

31.2*	Certification of Principal Financial Officer pursuant to Rule 13a-14(a) under the Securities Exchange Act of 1934, adopted pursuant to Section 302 of the Sarbanes-Oxley Act of 2002, as amended.

32.1**	Certification of Principal Executive Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.

32.2**	Certification of Principal Financial Officer pursuant to 18 U.S.C. Section 1350, adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, as amended.

101.INS*	Inline XBRL Instance Document

101.SCH*	Inline XBRL Taxonomy Extension Schema Document

101.CAL*	Inline XBRL Taxonomy Extension Calculation Document

101.DEF*	Inline XBRL Taxonomy Extension Definition Linkbase

101.LAB*	Inline XBRL Taxonomy Extension Labels Linkbase Document

101.PRE*	Inline XBRL Taxonomy Extension Presentation Link Document

104*	Cover Page In Cover Page Interactive Data File (formatted as Inline XBRL and contained in Exhibit 101)

*	Filed herewith

**	The certifications attached as Exhibit 32.1 and 32.2 accompany this Quarterly Report on Form 10-Q pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, shall not be deemed “filed” by the registrant for purposes of Section 18 of the Exchange Act, and shall not be incorporated by reference into any of the registrant’s filings under the Securities Act or the Exchange Act, whether made before or after the date of this Quarterly Report, irrespective of any general incorporation language contained in any such filing.

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SIGNATURE

Pursuant to the requirements of the Securities Exchange Act of 1934, the registrant has duly caused this report to be signed on its behalf by the undersigned thereunto duly authorized.

		MAUI LAND & PINEAPPLE COMPANY, INC.

November 14, 2024		/s/ WADE K. KODAMA
Date		Wade K. Kodama
		Chief Financial Officer
		(Principal Financial Officer, Principal Accounting Officer)

Exhibit 10.1

AGREEMENT BETWEEN

THE STATE OF HAWAII DEPARTMENT OF TRANSPORTATION AND

MAUI LAND & PINEAPPLE COMPANY, INC.

FOR TEMPORARY HOUSING PROJECT IN HONOKEANA

THIS MEMORANDUM OF AGREEMENT (hereinafter “Agreement”) is effective this 22nd day of October, 2024, by and between the STATE OF HAWAII DEPARTMENT OF TRANSPORTATION, by its Director of Transportation (hereinafter “HDOT”), whose principal place of business and address is 869 Punchbowl Street, Honolulu, Hawaii 96813 and MAUI LAND & PINEAPPLE COMPANY, INC., by its CEO (hereinafter “MLP”), whose principal place of business and address is 500 Office Road, Lahaina, Hawaii 96761. HDOT and MLP shall sometimes be referred to hereinafter collectively as the “Parties.”

RECITALS

WHEREAS, on August 8, 2023 wildfires burned a number of structures in and around the town of Lahaina causing significant loss of life and property in Maui County, left thousands of people without adequate shelter, and destroyed the town of Lahaina; and

WHEREAS, the Maui wildfires also burned thousands of acres, cut off communications, and forced closure of roads and schools, and left people without adequate shelter in the Kula area; and

WHEREAS, many residents who were left without adequate shelter and in need of housing are not eligible for assistance from the Federal Emergency Management Agency (“FEMA”); and

WHEREAS, Governor Josh Green, M.D. has issued a series of emergency proclamations relating to wildfires, the last to date being the EIGHTEENTH PROCLAMATION RELATING TO WILDFIRES signed on October 8, 2024 (“18^th Proclamation”); and

WHEREAS, the 18^th Proclamation invokes Section 127A-16, Hawaii Revised Statutes (“HRS”), which activates the Major Disaster Fund; and

WHEREAS, the 18^8h Proclamation suspends Section 127A-16(a)(2), HRS to the extent necessary to suspend the $10 million limit on expenditures for a single emergency or disaster; and

WHEREAS, the 18^th Proclamation suspends the provision of law under Section 127A-13(a)(3), to the extent that the law impedes or tends to impede or be detrimental to the expeditious and efficient execution of, or to conflict with, emergency functions, including laws by this chapter specifically made applicable to emergency personnel: including Chapter 103D, HRS, Hawaii public procurement code, to the extent that compliance results in any additional delays involved in meeting procurement requirements for selecting contractors in a timely manner to respond to emergency situations.

WHEREAS, Section 127A-12(b)(16), HRS, provides that the governor may order and direct government agencies to take action and employ measures for emergency housing and other emergency functions as may be necessary and that all agencies and officers shall cooperate with and extend their services, materials, and facilities to the governor as the governor may request; and

WHEREAS, HDOT and MLP are both committed to assisting in emergency response efforts relating to the wildfires in Lahaina pursuant to the 18^th Proclamation; and

WHEREAS, MLP owns a parcel of land consisting of approximately 1,377 acres located in the ahupua‘a of Honokeana, also known as Napili, in the moku of Ka‘anapali, Maui, Hawaii, TMK: 4-3-001-001 (“Honokeana Land”), as shown on Exhibit A which is attached hereto and incorporated herein by reference; and

WHEREAS, MLP is willing to lease, or otherwise temporarily grant the use of, approximately 50 acres of the Honokeana Land shown in Exhibit A as “Honokeana Lots area” (collectively, “Honokeana Lots”) to HDOT at no cost for five (5) years, which disposition is intended to be made upon the later of (a) the date that HDOT provides written acceptance of MLP’s development of the onsite and offsite horizontal improvements, which includes site grading and preparation, water, sewer, electrical and related facilities (collectively, “Infrastructure”) required to support the temporary housing lots, which may be provided on an incremental basis as provided herein, OR (b) if determined by HDOT that MLP will lead development of the Vertical Improvements (as defined below), the date that HDOT provides written acceptance of MLP’s development of the Vertical Improvements, which may be developed on an incremental basis as provided herein, for individuals displaced by the Maui wildfires; and

WHEREAS, Governor Green approved HDOT’s request for expenditure of THIRTY-FIVE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS ($35,500,000.00) from the Major Disaster Fund (“MDF Funds”) for the Infrastructure for the temporary housing on Honokeana Lots for residents displaced by the Maui wildfires; and

WHEREAS, HDOT can use the MDF Funds to pay for the cost of the Infrastructure; and

WHEREAS, after MLP and its contractors complete the development of the Infrastructure, MLP and/or HDOT will administer the development of the vertical improvements, which will include the housing units (“Vertical Improvements"), to complete development of the Honokeana Lots into temporary housing for individuals displaced by the Maui wildfires (“Overall Project”);

NOW, THEREFORE, the parties hereto agree as follows:

Work to be Performed by MLP.

a. MLP’s Work. MLP will administer the construction of the Infrastructure necessary for HDOT’s development of the Honokeana Lots into approximately 200 lots that will be used for temporary housing for individuals displaced by the Maui wildfires (hereinafter “MLP’s Work”). MLP’s Work specifically includes responsibility for the procurement and administration of contractors, any necessary internal and third-party costs related to administration, and any and all other actions required for the development of the Honokeana Lots into approximately 200 lots for temporary housing, including completion of the Infrastructure. MLP’s Work shall commence no later than January 1, 2025, or a later date agreeable to both parties and confirmed in writing. MLP’s Work shall be completed in such time to allow the development of the Vertical Improvements to commence no later than 12/31/2025 or a later date agreeable by both parties and confirmed in writing. In addition to any other provision herein, in the event that MLP does not complete the Infrastructure as required herein, MLP shall allow HDOT, at HDOT’s sole option, to complete, or otherwise arrange for completion of, the Infrastructure on the Honokeana Lots followed by development of the Vertical Improvements, all without any payment by HDOT except as provided herein

Cost. MLP’s Work is estimated at $35,500,000.00 (THIRTY-FIVE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS). In consideration of MLP’s commitment to lease, or otherwise temporarily dispose of, the Honokeana Lots, with the completed Infrastructure, to HDOT at no cost, the parties acknowledge and agree that one of the specific intents of this Agreement is that MLP will be compensated for all costs that it incurs in performing MLP’s Work and other obligations under this Agreement, provided, however, that HDOT’s prior written approval shall be required for any costs incurred by MLP exceeding $35,500,000.00. Accordingly, in the event the cost of completion of MLP’s Work exceeds $35,500,000.00 (THIRTY-FIVE MILLION FIVE HUNDRED THOUSAND AND 00/100 DOLLARS, due to circumstances beyond MLP’s control, or due to design/scope changes approved by HDOT, provided HDOT’s prior written approval for such excess cost has been obtained, MLP will not be responsible for the cost to complete MLP’s Work and will work with HDOT to fund any such excess cost.

MLP’s Permitting Responsibilities. During the Term (as defined below) of this Agreement, MLP, along with its contractors, will lead efforts on behalf of HDOT to ensure permits necessary for the completion of MLP’s Work and the Overall Project are acquired.

MLP’s Review and Approval Responsibilities. MLP will provide all Infrastructure plans, designs, and cost estimates to HDOT for review and written approval before taking any substantial steps to construct the Infrastructure. MLP will notify HDOT in writing of any field modifications to the Infrastructure and any associated costs and obtain HDOT’s prior written approval of such modification and cost. If prior written approval of the field modification and cost is not possible, MLP will work with HDOT to ensure the field modification meets HDOT’s requirements, the needs of the Overall Project, and do not exceed any budget limitations.

Completion and Acceptance. MLP will notify HDOT in writing when MLP’s Work is complete, request HDOT’s written acceptance, and provide as-built plans for the Infrastructure. MLP may request HDOT’s acceptance of blocks of lots on an incremental basis and does not need to complete MLP’s Work for all Honokeana Lots before requesting acceptance of such blocks of lots. HDOT will accept the lots after confirming that the Infrastructure and as-built plans of such lots are consistent with the approved plans and designs and that the Infrastructure is functional.

Work to be Performed by HDOT.

HDOT’s Permitting Responsibilities. During the Term of this Agreement, HDOT will support efforts by MLP and its contractors to ensure permits necessary for the completion of MLP’s Work and the Overall Project are acquired.

HDOT’s Review and Responsibilities. When provided with plans, designs, and cost estimates for the Infrastructure, HDOT will review such plans, designs, and cost estimates and approve them in writing, provided that they meet or are revised to meet, in HDOT’s sole discretion, HDOT requirements, the needs of the Overall Project, and any budget limitations.

Work to be Performed by HDOT and/or MLP

Vertical Improvements. After the completion of MLP’s Work and HDOT’s acceptance of the Infrastructure in accordance with Paragraph 1.e., HDOT will determine, in its sole discretion, whether MLP and/or HDOT will administer the development of the Vertical Improvements; provided, however, that in either case HDOT’s prior written approval of the plans and costs for the Vertical Improvements is required before construction begins.

Community Outreach. During the Term of this Agreement, MLP and/or HDOT will lead community and public outreach efforts relating to MLP’s Work and the Overall Project, provided, however, that if MLP leads such efforts, all efforts shall be subject to HDOT’s prior review and written approval, in its sole discretion.

Funding Provided by HDOT.

Horizontal Infrastructure. HDOT will provide initial funding for mobilization for the Infrastructure in an amount not to exceed 10% of $35,500,000.00, with “mobilization” as used herein meaning preparatory work and operations necessary for (A) movement of personnel, equipment, and supplies to the project site, (B) acquisition of falsework materials, (C) establishment of offices, buildings and other facilities excluding field office and project site laboratories, necessary for MLP’s Work, and (D) costs incurred on planning, testing, design, engineering, approvals, project management, and operations that must be performed before starting work on the various items on the project site. Thereafter, HDOT will fund the Infrastructure based upon invoices submitted by MLP and in accordance with Paragraph 11 of the General Conditions (defined below).

Vertical Improvements. HDOT will fund the Vertical Improvements necessary to complete the Overall Project.

Common Area Maintenance. If and to the extent applicable, any common area maintenance expenses for operation and maintenance of the Overall Project shall be negotiated in connection with the lease or other temporary disposition described below.

Invoice Payment. At MLP’s election, but subject to State of Hawaii funding requirements and conditions, HDOT will pay invoices directly to MLP’s contractor(s) or supplier(s). In case of any dispute regarding payments, including, but not limited to any differences between approved invoice amounts and actual cost of work, HDOT and MLP will work in good faith to resolve them.

Term. The term of this Agreement will be for five (5) years from the effective date unless otherwise extended (“Term”); provided, however, that HDOT shall have the right, upon thirty (30) days prior written notice to terminate this Agreement in the event that, in HDOT’s sole discretion, HDOT is no longer proceeding with the Vertical Improvements. In case of any such early termination HDOT shall remain responsible for payment of any costs incurred prior to the effective date of the termination.

Lease or Other Temporary Disposition.

Lease or Other Temporary Disposition. Following completion and acceptance of the Infrastructure as provided herein, MLP will lease, or otherwise temporarily dispose of, the Honokeana Lots to HDOT at no cost for (i) a period of time which covers both the time to develop the Vertical Improvements and a 5-year rental of lots to individuals displaced by the Maui wildfires being an estimated term of at least 72 months, or (ii)a 5-year term following development of the Vertical Improvements if MLP is responsible for development of the Vertical Improvements, provided, however, that the term of the disposition shall not commence before there are at least 20 lots available for rent to individuals displaced by the Maui wildfires. The form of disposition shall be mutually agreed upon within 30 days, from the effective date of this Agreement, or within such other period of time mutually agreed upon by the parties in writing. The parties shall negotiate the commencement and expiration dates of the disposition in accordance with the guidelines set forth above. HDOT may terminate the disposition prior to the end of its term without any penalty.

As-Is. MLP will provide the Honokeana Lots in as-is condition and is not responsible for impacts caused by any subsurface finds. MLP is leasing, or otherwise temporarily disposing of, the Honokeana Lots to HDOT on an as-is basis and HDOT accepts the same on an as-is basis. Notwithstanding the foregoing, HDOT shall not be responsible or liable for any preexisting conditions of the Honokeana Lots relating to hazardous materials or substances or other environmental issues.

Improvements. HDOT will own all Vertical Improvements made to the Honokeana Lots until the expiration or earlier termination of this Agreement or the lease (or other temporary disposition to HDOT), whichever is later, at which time the Vertical Improvements will become the property of MLP at MLP’s option or will be removed by HDOT as set forth in Paragraph 6.d. below.

Removal of Improvements. After the end, or earlier termination, of HDOT’s lease or temporary disposition of the Honokeana Lots, HDOT will return the Honokeana Lots to MLP. HDOT will remove any Vertical Improvements from the Honokeana Lots within 365 days of the end of such lease or temporary disposition, unless MLP requests that specific Vertical Improvements remain. In no event will HDOT remove or be responsible for removing any sub-surface Infrastructure. This provision shall survive the expiration or earlier termination of this Agreement.

General Conditions. This Agreement shall be subject to the General Conditions attached hereto as Attachment 1 and made a part hereof. In case of any conflict between this Agreement and the General Conditions this Agreement shall control.

Termination. Until the time MLP notifies HDOT that it has secured a contractor to perform MLP’s Work, either party may terminate this Agreement without cause, upon giving the other party thirty (30) days’ prior written notice.

Severability. The provisions of this Agreement are severable. The invalidity, illegality, or unenforceability, in whole or in part, of any provision of this Agreement shall not affect the validity, legality, or enforceability of any of its other provisions.

10.

Amendments. Any modification or amendment of this Agreement shall be effective only if made by an instrument written and signed by duly authorized representatives of the HDOT and MLP. If the Parties agree upon any modification of any term or condition of this Agreement, all other terms and conditions of this Agreement which are not expressly modified shall remain in full force and effect.

11.

Responsibility. MLP shall use due care for the safety of the public and shall obey all applicable federal, State, and county laws, now in force or which may hereafter be in force.

12.

No Drafter. MLP and HDOT agree that no party shall be deemed to be the drafter of this Agreement and further that in the event that this Agreement is ever construed by a court of law, such court shall not construe this Agreement or any provision of this Agreement against any party as the drafter of this Agreement.

13.

No Third-Party Beneficiaries. No third-party beneficiaries are intended by this Agreement and the terms and provisions of this Agreement shall not give rise to any right in third parties to enforce the provisions of this Agreement.

14.

Recitals; Definitions. The recitals set forth above, including defined terms, are hereby incorporated into this Agreement by reference.

15.

Counterparts. This Agreement may be executed in one or more counterparts, all of which shall be considered one and the same agreement and shall become effective when one or more counterparts have been signed by each of the parties and delivered to the other party, it being understood that both parties need not sign the same counterpart.

16.

Entire Agreement. The Parties intend that this Agreement (including all of the exhibits which are made a part of the Agreement) shall be the final expression of their entire agreement with respect to the subject matter hereof and may not be contradicted by evidence of any prior or contemporaneous written or oral agreements or understandings. The Parties further intend that this Agreement shall constitute the complete and exclusive statement of its terms and that no extrinsic evidence whatsoever (including prior drafts hereof and changes therefrom) may be introduced in any judicial, administrative, or other legal proceeding.

Remainder of this page is intentionally left blank.

IN WITNESS WHEREOF, HDOT and MLP, by their duly authorized officers, have caused this Agreement to be executed on the day and date first above written.

	DEPARTMENT OF TRANSPORTATION


	By:	/s/ EDWIN H. SNIFFEN
		EDWIN H. SNIFFEN
		Its Director of Transportation

APPROVED AS TO FORM:

/s/ PATRICK K. KELLY for

Name: /s/ MARJORIE A. LAU

Deputy Attorney General

	MAUI LAND & PINEAPPLE COMPANY, INC.


	By:	/s/ RACE RANDLE
		RACE RANDLE
		Its Chief Executive Officer

Exhibit A

Honokeana Lots

Approximately 50 acres of unimproved former pineapple fields, being a portion of Tax Map Key No. (2) 4-3-001-001, located in Honokeana, Maui, mauka of Honoapiilani Highway, adjacent to the Napili Community Garden, north of Hui Road A, and shown in area noted as “Honokeana Lots area” below.

Attachment 1

General Conditions

GENERAL CONDITIONS

Relationship of Parties: Independent Contractor Status and Responsibilities.

In the performance of services required under this MOA (also referred to herein as “Contract”), MLP (also referred to herein as “the CONTRACTOR”) is an "independent contractor," with the authority and responsibility to control and direct the performance and details of the work and services required under this Contract; however, HDOT (also referred to herein as “the STATE”) shall have a general right to inspect work in progress to determine whether, in the STATE'S opinion, the services are being performed by the CONTRACTOR in compliance with this Contract.

The CONTRACTOR and the CONTRACTOR'S employees and agents are not by reason of this Contract, agents or employees of the State for any purpose, and the CONTRACTOR and the CONTRACTOR'S employees and agents shall not be entitled to claim or receive from the State any vacation, sick leave, retirement, workers' compensation, unemployment insurance, or other benefits provided to state employees.

The CONTRACTOR shall be responsible for the accuracy, completeness, and adequacy of the CONTRACTOR'S performance under this Contract. Furthermore, the CONTRACTOR intentionally, voluntarily, and knowingly assumes the sole and entire liability to the CONTRACTOR'S employees and agents, and to any individual not a party to this Contract, for all loss, damage, or injury caused by the CONTRACTOR, or the CONTRACTOR'S employees or agents in the course of their employment.

The CONTRACTOR shall be responsible for payment of all applicable federal, state, and county taxes and fees which may become due and owing by the CONTRACTOR by reason of this Contract, including but not limited to (i) income taxes, (ii) employment related fees, assessments, and taxes, and (iii) general excise taxes. The CONTRACTOR also is responsible for obtaining all licenses, permits, and certificates that may be required in order to perform this Contract, to the extent provided in this Contract.

The CONTRACTOR is responsible for securing all employee-related insurance coverage for the CONTRACTOR and the CONTRACTOR'S employees and agents that is or may be required by law, and for payment of all premiums, costs, and other liabilities associated with securing the insurance coverage. Personnel Requirements.

The CONTRACTOR shall secure, at the CONTRACTOR'S own expense, all personnel required to perform this Contract.

The CONTRACTOR shall ensure that the CONTRACTOR'S employees or agents are experienced and fully qualified to engage in the activities and perform the services required under this Contract, and that all applicable licensing and operating requirements imposed or required under federal, state, or county law, and all applicable accreditation and other standards of quality generally accepted in the field of the activities of such employees and agents are complied with and satisfied.

Nondiscrimination. No person performing work under this Contract, including any subcontractor, employee, or agent of the CONTRACTOR, shall engage in any discrimination that is prohibited by any applicable federal, state, or county law.

Conflicts of Interest. The CONTRACTOR represents that neither the CONTRACTOR, nor any employee or agent of the CONTRACTOR, presently has any interest, and promises that no such interest, direct or indirect, shall be acquired, that would or might conflict in any manner or degree with the CONTRACTOR'S performance under this Contract.

Assignments. The CONTRACTOR shall not assign any of the CONTRACTOR'S duties, obligations, or interests under this Contract and no such assignment shall be effective unless (i) the CONTRACTOR obtains the prior written consent of the STATE, and (ii) the assignment is approved by the Comptroller of the State of Hawaii, as provided in section 40-58, HRS.

When in the best interest of the State, a successor in interest may be recognized in an assignment contract in which the STATE, the CONTRACTOR and the assignee or transferee (hereinafter referred to as the "Assignee") agree that:

(1)

The Assignee assumes all of the CONTRACTOR'S obligations;

(2)

The CONTRACTOR remains liable for all obligations under this Contract but waives all rights under this Contract as against the STATE; and

(3)

The CONTRACTOR shall continue to furnish, and the Assignee shall also furnish, all required bonds.

Indemnification and Defense. The CONTRACTOR shall defend, indemnify, and hold harmless the State of Hawaii, the contracting agency, and their officers, employees, and agents from and against all liability, loss, damage, cost, and expense, including all attorneys' fees, and all claims, suits, and demands therefore, arising out of or resulting from the acts or omissions of the CONTRACTOR or the CONTRACTOR'S employees, officers, agents, or subcontractors under this Contract. The provisions of this paragraph shall remain in full force and effect notwithstanding the expiration or early termination of this Contract.

Cost of Litigation. In case the STATE shall, without any fault on its part, be made a party to any litigation commenced by or against the CONTRACTOR in connection with this Contract, the CONTRACTOR shall pay all costs and expenses incurred by or imposed on the STATE, including attorneys' fees.

Liquidated Damages. When the CONTRACTOR is given notice of delay or nonperformance as specified in paragraph 9 (Termination for Default) and fails to cure in the time specified, it is agreed the CONTRACTOR shall pay to the STATE the amount, if any, set forth in this Contract per calendar day from the date set for cure until either (i) the STATE reasonably obtains similar goods or services, or both, if the CONTRACTOR is terminated for default, or (ii) until the CONTRACTOR provides the goods or services, or both, if the CONTRACTOR is not terminated for default. The CONTRACTOR remains liable for damages caused other than by delay.

Termination for Default.

Default. If the CONTRACTOR refuses or fails to perform any of the provisions of this Contract with such diligence as will ensure its completion within the time specified in this Contract, or any extension thereof, otherwise fails to timely satisfy the Contract provisions, or commits any other substantial breach of this Contract, the STATE may notify the CONTRACTOR in writing of the delay or non-performance and if not cured in thirty(30) days or any longer time specified in writing by the STATE, the STATE may terminate the CONTRACTOR'S right to proceed with the Contract or such part of the Contract as to which there has been delay or a failure to properly perform. In the event of termination in whole or in part, the STATE may procure similar goods or services in a manner and upon the terms deemed appropriate by the STATE.

CONTRACTOR'S duties. Notwithstanding termination of the Contract and subject to any directions from the STATE, the CONTRACTOR shall take timely, reasonable, and necessary action to protect and preserve property in the possession of the CONTRACTOR in which the STATE has an interest.

Compensation. Payment for completed goods and services delivered and accepted by the STATE shall be at the price set forth in the Contract. Payment for the protection and preservation of property shall be in an amount agreed upon by the CONTRACTOR and the STATE. The STATE may withhold from amounts due the CONTRACTOR such sums as the STATE deems to be necessary to protect the STATE against loss because of outstanding liens or claims.

Erroneous termination for default. If, after notice of termination of the CONTRACTOR'S right to proceed under this paragraph, it is determined for any reason that the CONTRACTOR was not in default under this paragraph, the rights and obligations of the parties shall be the same as if the notice of termination had been issued pursuant to paragraph 10.

Additional rights and remedies. The rights and remedies provided in this paragraph are in addition to any other rights and remedies provided by law or under this Contract.

10.

Termination for Convenience.

Termination. The STATE may, when the interests of the STATE so require, terminate this Contract in whole or in part, for the convenience of the STATE. The STATE shall give written notice of the termination to the CONTRACTOR specifying the part of the Contract terminated and when termination becomes effective.

CONTRACTOR'S obligations. The CONTRACTOR shall incur no further obligations in connection with the terminated performance and on the date(s) set in the notice of termination the CONTRACTOR will stop performance to the extent specified. The CONTRACTOR shall also terminate outstanding orders and subcontracts as they relate to the terminated performance. The CONTRACTOR shall settle the liabilities and claims arising out of the termination of subcontracts and orders connected with the terminated performance subject to the STATE'S approval. The STATE may direct the CONTRACTOR to assign the CONTRACTOR'S right, title, and interest under terminated orders or subcontracts to the STATE. The CONTRACTOR must still complete the performance not terminated by the notice of termination and may incur obligations as necessary to do so.

Right to goods and work product. The STATE may require the CONTRACTOR to transfer title and deliver to the STATE in the manner and to the extent directed by the STATE:

(1)

Any completed goods or work product; and

(2)

The partially completed goods and materials, parts, tools, dies, jigs, fixtures, plans, drawings, information, and contract rights (hereinafter called "manufacturing material") as the CONTRACTOR has specifically produced or specially acquired for the performance of the terminated part of this Contract.

The CONTRACTOR shall, upon direction of the STATE, protect and preserve property in the possession of the CONTRACTOR in which the STATE has an interest. If the STATE does not exercise this right, the CONTRACTOR shall use best efforts to sell such goods and manufacturing materials. Use of this paragraph in no way implies that the STATE has breached the Contract by exercise of the termination for convenience provision.

Compensation.

(1)

The CONTRACTOR shall submit a termination claim specifying the amounts due because of the termination for convenience together with the cost or pricing data bearing on such claim. If the CONTRACTOR fails to file a termination claim within one year from the effective date of termination, the STATE may pay the CONTRACTOR, if at all, an amount set in accordance with subparagraph 10d(3) below.

(2)

The STATE and the CONTRACTOR may agree to a settlement provided the CONTRACTOR has filed a termination claim supported by cost or pricing data submitted as required and that the settlement does not exceed the total Contract price plus settlement costs reduced by payments previously made by the STATE, the proceeds of any sales of goods and manufacturing materials under subparagraph 10c, and the Contract price of the performance not terminated.

(3)

Absent complete agreement under subparagraph 10d(2) the STATE shall pay the CONTRACTOR the following amounts, provided payments agreed to under subparagraph 10d(2) shall not duplicate payments under this subparagraph for the following:

(A)

Contract prices for goods or services accepted under the Contract; and

(B)

Costs incurred in preparing to perform and performing the terminated portion of the performance, less amounts paid or to be paid for accepted goods or services.

11.

Payment Procedures; Final Payment; Tax Clearance.

Original invoices required. All payments under this Contract shall be made only upon submission by the CONTRACTOR of original invoices specifying the amount due and certifying that services requested under the Contract have been performed by the CONTRACTOR according to the Contract.

Subject to available funds. Such payments are subject to availability of funds and allotment by the Director of Finance in accordance with chapter 37, HRS. Further, all payments shall be made in accordance with and subject to chapter 40, HRS.

Prompt payment.

(1)

Any money, other than retainage, paid to the CONTRACTOR shall be disbursed to subcontractors within ten (10) days after receipt of the money in accordance with the terms of the subcontract; provided that the subcontractor has met all the terms and conditions of the subcontract and there are no bona fide disputes; and

(2)

Upon final payment to the CONTRACTOR, full payment to the subcontractor, including retainage, shall be made within ten (10) days after receipt of the money; provided that there are no bona fide disputes over the subcontractor's performance under the subcontract.

Final payment. Final payment under this Contract shall require a tax clearance from the Director of Taxation, State of Hawaii, and the Internal Revenue Service, U.S. Department of Treasury, showing that all delinquent taxes, if any, levied or accrued under state law and the Internal Revenue Code of 1986, as amended, against the CONTRACTOR have been paid.

12.

Modifications of Contract.

In writing. Any modification, alteration, amendment, change, or extension of any term, provision, or condition of this Contract permitted by this Contract shall be made by written amendment to this Contract, signed by the CONTRACTOR and the STATE.

No oral modification. No oral modification, alteration, amendment, change, or extension of any term, provision, or condition of this Contract shall be permitted.

STATE. By written order, at any time, and without notice to any surety, the STATE may unilaterally order of the CONTRACTOR:

(A)

Changes in the work within the scope of the Contract; and

(B)

Changes in the time of performance of the Contract that do not alter the scope of the Contract work.

13.

Confidentiality of Material.

All material given to or made available to the CONTRACTOR by virtue of this Contract, which is identified as proprietary or confidential information, will be safeguarded by the CONTRACTOR and shall not be disclosed to any individual or organization without the prior written approval of the STATE.

All information, data, or other material provided by the CONTRACTOR to the STATE shall be subject to the Uniform Information Practices Act, chapter 92F, HRS.

14.

Publicity. The CONTRACTOR shall not refer to the STATE, or any office, agency, or officer thereof, or any state employee, or to the services or goods, or both, provided under this Contract, in any of the CONTRACTOR'S brochures, advertisements, or other publicity of the CONTRACTOR. All media contacts with the CONTRACTOR about the subject matter of this Contract shall be referred to the STATE.

15.

Ownership Rights and Copyright. The STATE shall have complete ownership of all material, both finished and unfinished, which is developed, prepared, assembled, or conceived by the CONTRACTOR pursuant to this Contract, and all such material shall be considered "works made for hire." All such material shall be delivered to the STATE upon expiration or termination of this Contract. The STATE, in its sole discretion, shall have the exclusive right to copyright any product, concept, or material developed, prepared, assembled, or conceived by the CONTRACTOR pursuant to this Contract.

16.

Liens and Warranties. Goods provided under this Contract shall be provided free of all liens and provided together with all applicable warranties, or with the warranties described in the Contract documents, whichever are greater.

17.

Audit of Books and Records of the CONTRACTOR. The STATE may, at reasonable times and places, audit the books and records of the CONTRACTOR, prospective contractor, subcontractor, or prospective subcontractor which are related to:

The cost or pricing data, and

A state contract, including subcontracts, other than a firm fixed-price contract.

18.

Records Retention.

(1)

Upon any termination of this Contract or as otherwise required by applicable law, CONTRACTOR shall, pursuant to chapter 487R, HRS, destroy all copies (paper or electronic form) of personal information received from the STATE.

(2)

The CONTRACTOR and any subcontractors shall maintain the files, books, and records that relate to the Contract, including any personal information created or received by the CONTRACTOR on behalf of the STATE, and any cost or pricing data, for at least three (3) years after the date of final payment under the Contract. The personal information shall continue to be confidential and shall only be disclosed as permitted or required by law. After the three (3) year, or longer retention period as required by law has ended, the files, books, and records that contain personal information shall be destroyed pursuant to chapter 487R, HRS or returned to the STATE at the request of the STATE.

19.

Antitrust Claims. The STATE and the CONTRACTOR recognize that in actual economic practice, overcharges resulting from antitrust violations are in fact usually borne by the purchaser. Therefore, the CONTRACTOR hereby assigns to STATE any and all claims for overcharges as to goods and materials purchased in connection with this Contract, except as to overcharges which result from violations commencing after the price is established under this Contract and which are not passed on to the STATE under an escalation clause.

20.

Patented Articles. The CONTRACTOR shall defend, indemnify, and hold harmless the STATE, and its officers, employees, and agents from and against all liability, loss, damage, cost, and expense, including all attorneys fees, and all claims, suits, and demands arising out of or resulting from any claims, demands, or actions by the patent holder for infringement or other improper or unauthorized use of any patented article, patented process, or patented appliance in connection with this Contract. The CONTRACTOR shall be solely responsible for correcting or curing to the satisfaction of the STATE any such infringement or improper or unauthorized use, including, without limitation: (a) furnishing at no cost to the STATE a substitute article, process, or appliance acceptable to the STATE, (b) paying royalties or other required payments to the patent holder, (c) obtaining proper authorizations or releases from the patent holder, and (d) furnishing such security to or making such arrangements with the patent holder as may be necessary to correct or cure any such infringement or improper or unauthorized use.

21.

Governing Law. The validity of this Contract and any of its terms or provisions, as well as the rights and duties of the parties to this Contract, shall be governed by the laws of the State of Hawaii. Any action at law or in equity to enforce or interpret the provisions of this Contract shall be brought in a state court of competent jurisdiction in Honolulu, Hawaii.

22.

Compliance with Laws. The CONTRACTOR shall comply with all federal, state, and county laws, ordinances, codes, rules, and regulations, as the same may be amended from time to time, that in any way affect the CONTRACTOR'S performance of this Contract.

23.

Entire Contract. This Contract sets forth all of the agreements, conditions, understandings, promises, warranties, and representations between the STATE and the CONTRACTOR relative to this Contract. This Contract supersedes all prior agreements, conditions, understandings, promises, warranties, and representations, which shall have no further force or effect. There are no agreements, conditions, understandings, promises, warranties, or representations, oral or written, express or implied, between the STATE and the CONTRACTOR other than as set forth or as referred to herein.

24.

Severability. In the event that any provision of this Contract is declared invalid or unenforceable by a court, such invalidity or unenforceability shall not affect the validity or enforceability of the remaining terms of this Contract.

25.

Waiver. The failure of the STATE to insist upon the strict compliance with any term, provision, or condition of this Contract shall not constitute or be deemed to constitute a waiver or relinquishment of the STATE'S right to enforce the same in accordance with this Contract. The fact that the STATE specifically refers to one provision of the procurement rules or one section of the Hawaii Revised Statutes, and does not include other provisions or statutory sections in this Contract shall not constitute a waiver or relinquishment of the STATE'S rights or the CONTRACTOR'S obligations under the procurement rules or statutes.

26.

Pollution Control. If during the performance of this Contract, the CONTRACTOR encounters a "release" or a "threatened release" of a reportable quantity of a "hazardous substance," "pollutant," or "contaminant" as those terms are defined in section 128D-1, HRS, the CONTRACTOR shall immediately notify the STATE and all other appropriate state, county, or federal agencies as required by law. The Contractor shall take all necessary actions, including stopping work, to avoid causing, contributing to, or making worse a release of a hazardous substance, pollutant, or contaminant, and shall promptly obey any orders the Environmental Protection Agency or the state Department of Health issues in response to the release. In the event there is an ensuing cease-work period, and the STATE determines that this Contract requires an adjustment of the time for performance, the Contract shall be modified in writing accordingly.

27.

Campaign Contributions. The CONTRACTOR is hereby notified of the applicability of 11-355, HRS, which states that campaign contributions are prohibited from specified state or county government contractors during the terms of their contracts if the contractors are paid with funds appropriated by a legislative body.

Exhibit 31.1

Certification of CEO Pursuant to

Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Race Randle, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Maui Land & Pineapple Company, Inc.;

Based on my knowledge, this report does not contain any untrue statement of a material fact or omit to state a material fact necessary to make the statements made, in light of the circumstances under which such statements were made, not misleading with respect to the period covered by this report;

Based on my knowledge, the financial statements, and other financial information included in this report, fairly present in all material respects the financial condition, results of operations and cash flows of the registrant as of, and for, the periods presented in this report;

The registrant’s other certifying officer and I are responsible for establishing and maintaining disclosure controls and procedures (as defined in Exchange Act Rules 13a-15(e) and 15d-15(e)) and internal control over financial reporting (as defined in Exchange Act Rules 13a-15(f) and 15d-15(f)) for the registrant and have:

(a)

Designed such disclosure controls and procedures, or caused such disclosure controls and procedures to be designed under our supervision, to ensure that material information relating to the registrant, including its consolidated subsidiaries, is made known to us by others within those entities, particularly during the period in which this report is being prepared;

(b)

Designed such internal control over financial reporting, or caused such internal control over financial reporting to be designed under our supervision, to provide reasonable assurance regarding the reliability of financial reporting and the preparation of financial statements for external purposes in accordance with generally accepted accounting principles;

(c)

Evaluated the effectiveness of the registrant’s disclosure controls and procedures and presented in this report our conclusions about the effectiveness of the disclosure controls and procedures, as of the end of the period covered by this report based on such evaluation; and

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrant’s fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

The registrant’s other certifying officer and I have disclosed, based on our most recent evaluation of internal control over financial reporting, to the registrant’s auditors and the audit committee of the registrant’s board of directors (or persons performing the equivalent functions):

(a)

All significant deficiencies and material weaknesses in the design or operation of internal control over financial reporting which are reasonably likely to adversely affect the registrant’s ability to record, process, summarize and report financial information; and

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2024

		/s/ RACE RANDLE
	Name:	Race Randle
	Title:	Chief Executive Officer
		(Principal Executive Officer)

Exhibit 31.2

Certification of CFO Pursuant to

Securities Exchange Act Rules 13a-14 and 15d-14 as Adopted Pursuant to

Section 302 of the Sarbanes-Oxley Act of 2002

I, Wade K. Kodama, certify that:

I have reviewed this Quarterly Report on Form 10-Q of Maui Land & Pineapple Company, Inc.;

(a)

(b)

(c)

(d)

Disclosed in this report any change in the registrant’s internal control over financial reporting that occurred during the registrant’s most recent fiscal quarter (the registrants fourth fiscal quarter in the case of an annual report) that has materially affected, or is reasonably likely to materially affect, the registrant’s internal control over financial reporting; and

(a)

(b)

Any fraud, whether or not material, that involves management or other employees who have a significant role in the registrant’s internal control over financial reporting.

Date: November 14, 2024

		/s/ WADE K. KODAMA
	Name:	Wade K. Kodama
	Title:	Chief Financial Officer
		(Principal Financial Officer)

Exhibit 32.1

The following certifications are being furnished solely to accompany the Report pursuant to 18 U.S.C. § 1350 and in accordance with SEC Release No. 33-8238. These certifications shall not be deemed “filed” for purposes of Section 18 of the Securities Exchange Act of 1934, as amended, nor shall be incorporated by reference in any filing of the Company under the Securities Act of 1933, as amended, whether made before or after the date hereof, regardless of any general incorporation language in such filing.

Certification

Pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Maui Land & Pineapple Company, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2024 as filed with the Securities and Exchange Commission (the “Report”), I, Race Randle, Chief Executive Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m or 78o(d)), as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented.

/s/ RACE RANDLE
Race Randle
Chief Executive Officer
(Principal Executive Officer)

Date: November 14, 2024

A signed original of this written statement required by Section 906 has been provided to the Company and will be retained by the Company and furnished to the Securities and Exchange Commission or its staff upon request.

Exhibit 32.2

Certification

Pursuant to 18 U.S.C. Section 1350,

as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002

In connection with the Quarterly Report of Maui Land & Pineapple Company, Inc. (the “Company”) on Form 10-Q for the quarter ended September 30, 2024 as filed with the Securities and Exchange Commission (the “Report”), I, Wade K. Kodama, Chief Financial Officer of the Company, certify, pursuant to 18 U.S.C. Section 1350, as adopted pursuant to Section 906 of the Sarbanes-Oxley Act of 2002, that:

(1)

The Report fully complies with the requirements of Section 13(a) or 15(d) of the Securities Exchange Act of 1934 (15 U.S.C. Section 78m or 78o(d)), as amended; and

(2)

The information contained in the Report fairly presents, in all material respects, the financial condition and results of operations of the Company as of the dates and for the periods presented.

/s/ WADE K. KODAMA
Wade K. Kodama
Chief Financial Officer
(Principal Financial Officer)

Date: November 14, 2024

Document And Entity Information - shares	9 Months Ended
Document And Entity Information - shares	Sep. 30, 2024	Nov. 08, 2024
Document Information [Line Items]
Entity Central Index Key	0000063330
Entity Registrant Name	MAUI LAND & PINEAPPLE CO INC
Amendment Flag	false
Current Fiscal Year End Date	--12-31
Document Fiscal Period Focus	Q3
Document Fiscal Year Focus	2024
Document Type	10-Q
Document Quarterly Report	true
Document Period End Date	Sep. 30, 2024
Document Transition Report	false
Entity File Number	001-06510
Entity Incorporation, State or Country Code	DE
Entity Tax Identification Number	99-0107542
Entity Address, Address Line One	500 Office Road, Lahaina
Entity Address, City or Town	Maui
Entity Address, State or Province	HI
Entity Address, Postal Zip Code	96761
City Area Code	808
Local Phone Number	877-3351
Title of 12(b) Security	Common Stock, $0.0001 par value
Trading Symbol	MLP
Security Exchange Name	NYSE
Entity Current Reporting Status	Yes
Entity Interactive Data Current	Yes
Entity Filer Category	Non-accelerated Filer
Entity Small Business	true
Entity Emerging Growth Company	false
Entity Shell Company	false
Entity Common Stock, Shares Outstanding		19,631,630

Condensed Consolidated Balance Sheets (Current Period Unaudited) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
CURRENT ASSETS
Cash and cash equivalents	$ 6,138	$ 5,700
Accounts receivable, net	1,534	1,166
Investments, current portion	2,982	2,671
Prepaid expenses and other assets	795	467
Total current assets	11,449	10,004
PROPERTY & EQUIPMENT, NET	17,061	16,059
OTHER ASSETS
Investments, noncurrent	119	464
Investment in joint venture	1,627	1,608
Deferred development costs	13,917	12,815
Other noncurrent assets	1,743	1,273
Total other assets	17,406	16,160
TOTAL ASSETS	45,916	42,223
CURRENT LIABILITIES
Accounts payable	2,293	1,154
Payroll and employee benefits	631	502
Accrued retirement benefits, current portion	142	142
Deferred revenue, current portion	307	217
Long-term debt, current portion	85	0
Other current liabilities	548	465
Total current liabilities	4,006	2,480
LONG-TERM LIABILITIES
Accrued retirement benefits, noncurrent portion	1,485	1,550
Line of credit	3,000	0
Long-term debt, noncurrent portion	189	0
Other noncurrent liabilities	27	14
Total long-term liabilities	7,920	5,039
TOTAL LIABILITIES	11,926	7,519
STOCKHOLDERS' EQUITY
Preferred stock--$0.0001 par value; 5,000,000 shares authorized; no shares issued and outstanding	0	0
Common stock--$0.0001 par value; 43,000,000 shares authorized; 19,657,407 and 19,615,350 shares issued and outstanding at September 30, 2024 and December 31, 2023, respectively	85,758	84,680
Additional paid-in-capital	14,026	10,538
Accumulated deficit	(59,101)	(53,617)
Accumulated other comprehensive loss	(6,693)	(6,897)
Total stockholders' equity	33,990	34,704
TOTAL LIABILITIES & STOCKHOLDERS' EQUITY	45,916	42,223
Excluding Deposits [Member]
LONG-TERM LIABILITIES
Deferred revenue, noncurrent portion	1,267	1,367
Member Deposits [Member]
LONG-TERM LIABILITIES
Deferred revenue, noncurrent portion	$ 1,952	$ 2,108

Condensed Consolidated Balance Sheets (Current Period Unaudited) (Parentheticals)	Jun. 18, 2022 $ / shares shares
Preferred stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Preferred stock, shares authorized (in shares) \| shares	5,000,000
Common stock, par value (in dollars per share) \| $ / shares	$ 0.0001
Common stock, authorized (in shares) \| shares	43,000,000

Condensed Consolidated Statements of Operations and Comprehensive Loss (Unaudited) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
OPERATING REVENUES
Leasing	$ 2,729	$ 1,931	$ 7,148	$ 6,249
Total operating revenues	3,028	2,101	8,153	6,872
OPERATING COSTS AND EXPENSES
Leasing	1,333	1,151	3,447	2,984
General and administrative	1,158	938	3,336	2,996
Share-based compensation	2,094	700	4,676	2,472
Depreciation	187	192	531	683
Total operating costs and expenses	5,260	3,290	13,669	10,774
OPERATING LOSS	(2,232)	(1,189)	(5,516)	(3,902)
Other income	75	120	271	598
Pension and other post-retirement expenses	(78)	(121)	(234)	(364)
Interest expense	(2)	(2)	(5)	(5)
NET LOSS	(2,237)	(1,192)	(5,484)	(3,673)
Other comprehensive income - pension, net	68	83	204	247
TOTAL COMPREHENSIVE LOSS	$ (2,169)	$ (1,109)	$ (5,280)	$ (3,426)
NET LOSS PER COMMON SHARE-BASIC AND DILUTED (in dollars per share)	$ (0.11)	$ (0.06)	$ (0.28)	$ (0.19)
NET LOSS	$ (2,237)	$ (1,192)	$ (5,484)	$ (3,673)
NET LOSS PER COMMON SHARE-DILUTED (in dollars per share)			$ (0.27)	$ (0.19)
Land and Development Sales [Member]
OPERATING REVENUES
Operating revenues	0	0	$ 200	$ 19
OPERATING COSTS AND EXPENSES
Operating Costs and Expenses	237	108	687	526
Resort Amenities and Other [Member]
OPERATING REVENUES
Operating revenues	299	170	805	604
OPERATING COSTS AND EXPENSES
Operating Costs and Expenses	$ 251	$ 201	$ 992	$ 1,113

Condensed Consolidated Statements of Changes in Stockholders' Equity (Unaudited) - USD ($) shares in Thousands, $ in Thousands	Common Stock [Member]	Additional Paid-in Capital [Member]	Retained Earnings [Member]	AOCI Attributable to Parent [Member]	Total
Balance, December 31, 2023 (audited) (in shares) at Dec. 31, 2022	19,477
Balance, December 31, 2023 (audited) at Dec. 31, 2022	$ 83,392	$ 9,184	$ (50,537)	$ (8,267)	$ 33,772
Share-based compensation (in shares)	67
Share-based compensation	$ 620	1,429			2,049
Vested restricted stock issued (in shares)	96
Vested restricted stock issued	$ 956	(956)			0
Shares cancelled to pay tax liability (in shares)	(50)
Shares cancelled to pay tax liability	$ (547)				(547)
Other comprehensive income - pension, net				164	164
NET LOSS			(2,481)		(2,481)
Share-based compensation (in shares)	67
Balance (in shares) at Jun. 30, 2023	19,590
Balance at Jun. 30, 2023	$ 84,421	9,657	(53,018)	(8,103)	32,957
Balance, December 31, 2023 (audited) (in shares) at Dec. 31, 2022	19,477
Balance, December 31, 2023 (audited) at Dec. 31, 2022	$ 83,392	9,184	(50,537)	(8,267)	33,772
Other comprehensive income - pension, net					247
NET LOSS					(3,673)
Balance (in shares) at Sep. 30, 2023	19,605
Balance at Sep. 30, 2023	$ 84,570	10,098	(54,210)	(8,020)	32,438
Balance, December 31, 2023 (audited) (in shares) at Jun. 30, 2023	19,590
Balance, December 31, 2023 (audited) at Jun. 30, 2023	$ 84,421	9,657	(53,018)	(8,103)	32,957
Share-based compensation		611			611
Vested restricted stock issued (in shares)	16
Vested restricted stock issued	$ 170	(170)			0
Shares cancelled to pay tax liability	(21)				(21)
Other comprehensive income - pension, net				83	83
NET LOSS			(1,192)		(1,192)
Balance (in shares) at Sep. 30, 2023	19,605
Balance at Sep. 30, 2023	$ 84,570	10,098	(54,210)	(8,020)	32,438
Balance, December 31, 2023 (audited) (in shares) at Dec. 31, 2023	19,615
Balance, December 31, 2023 (audited) at Dec. 31, 2023	$ 84,680	10,538	(53,617)	(6,897)	34,704
Share-based compensation (in shares)	18
Share-based compensation	$ 411	2,293			2,704
Vested restricted stock issued (in shares)	21
Vested restricted stock issued	$ 356	(356)			0
Shares cancelled to pay tax liability (in shares)	(4)
Shares cancelled to pay tax liability	$ (78)				(78)
Other comprehensive income - pension, net				136	136
NET LOSS			(3,247)		(3,247)
Share-based compensation (in shares)	18
Balance (in shares) at Jun. 30, 2024	19,650
Balance at Jun. 30, 2024	$ 85,369	12,475	(56,864)	(6,761)	34,219
Balance, December 31, 2023 (audited) (in shares) at Dec. 31, 2023	19,615
Balance, December 31, 2023 (audited) at Dec. 31, 2023	$ 84,680	10,538	(53,617)	(6,897)	34,704
Other comprehensive income - pension, net					204
NET LOSS					(5,484)
Balance (in shares) at Sep. 30, 2024	19,657
Balance at Sep. 30, 2024	$ 85,758	14,026	(59,101)	(6,693)	33,990
Balance, December 31, 2023 (audited) (in shares) at Jun. 30, 2024	19,650
Balance, December 31, 2023 (audited) at Jun. 30, 2024	$ 85,369	12,475	(56,864)	(6,761)	34,219
Share-based compensation		1,320			1,320
Vested restricted stock issued (in shares)	7
Vested restricted stock issued	$ 141	(141)			0
Shares cancelled to pay tax liability (in shares)
Shares cancelled to pay tax liability	$ (10)				(10)
Other comprehensive income - pension, net				68	68
NET LOSS			(2,237)		(2,237)
Restricted stock and options cancellation (in shares)
Restricted stock and options cancellation	$ 258	372			630
Balance (in shares) at Sep. 30, 2024	19,657
Balance at Sep. 30, 2024	$ 85,758	$ 14,026	$ (59,101)	$ (6,693)	$ 33,990

Condensed Consolidated Statements of Cash Flows (Unaudited) - USD ($) $ in Thousands	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
NET CASH PROVIDED BY (USED IN) OPERATING ACTIVITIES	$ 147	$ (197)
CASH FLOWS FROM INVESTING ACTIVITIES
Payments for property and deferred development costs	(2,635)	(872)
Contributions to investment in joint venture	(19)	0
Purchases of debt securities	(3,155)	(2,424)
Maturities of debt securities	3,189	2,323
NET CASH USED IN INVESTING ACTIVITIES	(2,620)	(973)
CASH FLOWS FROM FINANCING ACTIVITIES
Borrowing under line of credit	3,000	0
Debt and common stock issuance costs and other	(89)	(568)
NET CASH PROVIDED BY (USED IN) FINANCING ACTIVITIES	2,911	(568)
NET INCREASE (DECREASE) IN CASH AND CASH EQUIVALENTS	438	(1,738)
CASH AND CASH EQUIVALENTS AT BEGINNING OF PERIOD	5,700	8,509
CASH AND CASH EQUIVALENTS AT END OF PERIOD	$ 6,138	$ 6,771

Supplemental Schedule of Non-Cash Investing and Financing Activities

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Cash Flow, Supplemental Disclosures [Text Block]

SUPPLEMENTAL SCHEDULE OF NON-CASH INVESTING AND FINANCING ACTIVITIES:

●

Common stock issued under the Company’s 2017 Equity and Incentive Award Plan was $1.1 million and $1.2 million for the nine months ended September 30, 2024 and 2023, respectively.

See Notes to Condensed Consolidated Interim Financial Statements.

Note 1 - Basis of Presentation

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Business Description and Basis of Presentation [Text Block]

1.	BASIS OF PRESENTATION

Note 2 - Cash and Cash Equivalents

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Cash and Cash Equivalents Disclosure [Text Block]

2.	CASH AND CASH EQUIVALENTS

Cash and cash equivalents include cash on hand, deposits in banks, and money market funds.

Note 3 - Investments in Debt Securities

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Investments in Debt and Marketable Equity Securities (and Certain Trading Assets) Disclosure [Text Block]

3.	INVESTMENTS IN DEBT SECURITIES

Amortized cost and fair value of corporate debt securities at September 30, 2024 and December 31, 2023 consisted of the following:

	September 30,		December 31,
	2024		2023
	(unaudited)		(audited)
	(in thousands)
Amortized cost	$	3,101	$	3,135
Unrealized gains		9		4
Fair value	$	3,110	$	3,139

Maturities of debt securities at September 30, 2024 and December 31, 2023 were as follows:

	September 30, 2024 (unaudited)				December 31, 2023 (audited)

	(in thousands)
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
One year or less	$	2,982	$	2,988	$	2,671	$	2,671
Greater than one year through five years		119		122		464		468
Fair value	$	3,101	$	3,110	$	3,135	$	3,139

The fair value of debt securities was measured using Level 2 inputs, which are based on quotes for trades occurring in active markets for identical assets.

Note 4 - Property & Equipment

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Property, Plant and Equipment Disclosure [Text Block]

4.	PROPERTY & EQUIPMENT

Property and equipment, net at September 30, 2024 and December 31, 2023 consisted of the following:

	September 30,			December 31,
	2024			2023
	(unaudited)			(audited)
	(in thousands)
Land	$	5,052		$	5,052
Land improvements		13,861			13,853
Buildings		23,105			22,869
Machinery and equipment		10,960			10,500
Construction in progress		829			-
Total property and equipment		53,807			52,274
Less accumulated depreciation		(36,746	)		(36,215	)
Property and equipment, net	$	17,061		$	16,059

Land

Land Improvements

Buildings

Machinery and Equipment

Machinery and equipment are mainly comprised of zipline course equipment installed at the Kapalua Resort in 2008 and used in the Company’s leasing operations.

Construction in Progress

Construction in progress is comprised of ongoing Kapalua Resort and Haliimaile projects, including renovations and improvements to buildings, warehouses and commercial assets.

Note 5 - Investment in Joint Venture

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Investment [Text Block]

5.	INVESTMENT IN JOINT VENTURE

Note 6 - Contract Assets and Liabilities

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Revenue from Contract with Customer [Text Block]

6.	CONTRACT ASSETS AND LIABILITIES

Receivables from contracts with customers were $0.5 million and $0.4 million at September 30, 2024 and December 31, 2023, respectively.

Deferred club membership revenue

Deferred license fee revenue

Note 7 - Long-term Debt

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Debt Disclosure [Text Block]

7.	LONG-TERM DEBT

The outstanding balance of the Credit Facility was $3,000,000 at September 30, 2024 and zero at December 31, 2023. The Company was in compliance with Credit Facility at September 30, 2024.

Note 8 - Accrued Retirement Benefits

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Retirement Benefits [Text Block]

8.	ACCRUED RETIREMENT BENEFITS

Accrued retirement benefits at September 30, 2024 and December 31, 2023 consisted of the following:

	September 30,			December 31,
	2024			2023
	(unaudited)			(audited)
	(in thousands)

Defined benefit pension plan	$	(63	)	$	(33	)
Non-qualified retirement plans		1,690			1,725
Total		1,627			1,692
Less current portion		(142	)		(142	)
Non-current portion of accrued retirement benefits	$	1,485		$	1,550

The net periodic benefit costs for pension and post-retirement benefits for the three and nine months ended September 30, 2024 and 2023 were as follows:

	Three Months Ended September 30, (unaudited)						Nine Months Ended September 30, (unaudited)
	2024			2023			2024			2023
	(in thousands)						(in thousands)

Interest cost	$	184		$	203		$	552		$	608
Expected return on plan assets		(174	)		(165	)		(522	)		(491	)
Amortization of net loss		68			83			204			247
Pension and other postretirement expenses	$	78		$	121		$	234		$	364

No contributions are required to be made to the Defined Plan in 2024.

Note 9 - Commitments and Contingencies

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Commitments and Contingencies Disclosure [Text Block]

9.	COMMITMENTS AND CONTINGENCIES

Note 10 - Leasing Arrangements

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Lessor, Operating Leases [Text Block]

10.

LEASING ARRANGEMENTS

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	(unaudited)				(unaudited)
	2024		2023		2024		2023
	(in thousands)				(in thousands)

Minimum rentals	$	1,083	$	849	$	3,105	$	2,493
Percentage rentals		734		233		1,783		1,263
Licensing fees		67		188		136		706
Other		374		349		725		916
Total	$	2,258	$	1,619	$	5,749	$	5,378

Note 11 - Share-based Compensation

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Share-Based Payment Arrangement [Text Block]

11.

SHARE-BASED COMPENSATION

Note 12 - Income Taxes

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Income Tax Disclosure [Text Block]

12.

INCOME TAXES

Note 13 - Loss Per Share

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Earnings Per Share [Text Block]

13.

LOSS PER SHARE

Note 14 - Reportable Operating Segments

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Segment Reporting Disclosure [Text Block]

14.

REPORTABLE OPERATING SEGMENTS

•

Land development and sales, which includes the planning, entitlement, development, and sale of real estate inventory;

•

Resort amenities, which includes the Kapalua Club, which provides certain benefits and privileges within the Kapalua Resort for its members.

The reportable segment data is presented as follows:

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	(unaudited)						(unaudited)
	2024			2023			2024			2023
	(in thousands)						(in thousands)
Operating Segment Revenues
Land development and sales	$	-		$	-		$	200		$	19
Leasing		2,729			1,931			7,148			6,249
Resort amenities and other		299			170			805			604
Total Operating Segment Revenues	$	3,028		$	2,101		$	8,153		$	6,872
Operating Segment Income
Land development and sales	$	(237	)	$	(108	)	$	(487	)	$	(507	)
Leasing		1,396			780			3,701			3,265
Resort amenities and other		48			(31	)		(187	)		(509	)
Total Operating Segment Income	$	1,207		$	641		$	3,027		$	2,249

Note 15 - Fair Value Measurements

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Fair Value Measurement and Measurement Inputs, Recurring and Nonrecurring [Text Block]

15.

FAIR VALUE MEASUREMENTS

Level 1: Quoted market prices in active markets for identical assets or liabilities.

Level 2: Observable market based inputs or unobservable inputs that are corroborated by market data.

Level 3: Unobservable inputs that are not corroborated by market data.

Note 16 - Recently Issued Accounting Pronouncements

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Accounting Standards Update and Change in Accounting Principle [Text Block]

16.

RECENTLY ISSUED ACCOUNTING PRONOUNCEMENTS

Note 17 - Subsequent Events

9 Months Ended

Sep. 30, 2024

Notes to Financial Statements

Subsequent Events [Text Block]

17.

SUBSEQUENT EVENTS

Insider Trading Arrangements	9 Months Ended
Insider Trading Arrangements	Sep. 30, 2024
Insider Trading Arr Line Items
Material Terms of Trading Arrangement [Text Block]	PART II OTHER INFORMATION
Rule 10b5-1 Arrangement Terminated [Flag]	false
Non-Rule 10b5-1 Arrangement Adopted [Flag]	false
Non-Rule 10b5-1 Arrangement Terminated [Flag]	false
Rule 10b5-1 Arrangement Adopted [Flag]	false

Note 3 - Investments in Debt Securities (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Debt Securities, Held-to-Maturity [Table Text Block]

	September 30,		December 31,
	2024		2023
	(unaudited)		(audited)
	(in thousands)
Amortized cost	$	3,101	$	3,135
Unrealized gains		9		4
Fair value	$	3,110	$	3,139

Investments Classified by Contractual Maturity Date [Table Text Block]

	September 30, 2024 (unaudited)				December 31, 2023 (audited)

	(in thousands)
	Amortized Cost		Fair Value		Amortized Cost		Fair Value
One year or less	$	2,982	$	2,988	$	2,671	$	2,671
Greater than one year through five years		119		122		464		468
Fair value	$	3,101	$	3,110	$	3,135	$	3,139

Note 4 - Property & Equipment (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Property, Plant and Equipment [Table Text Block]

	September 30,			December 31,
	2024			2023
	(unaudited)			(audited)
	(in thousands)
Land	$	5,052		$	5,052
Land improvements		13,861			13,853
Buildings		23,105			22,869
Machinery and equipment		10,960			10,500
Construction in progress		829			-
Total property and equipment		53,807			52,274
Less accumulated depreciation		(36,746	)		(36,215	)
Property and equipment, net	$	17,061		$	16,059

Note 8 - Accrued Retirement Benefits (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Defined Benefit Plans Disclosures [Table Text Block]

	September 30,			December 31,
	2024			2023
	(unaudited)			(audited)
	(in thousands)

Defined benefit pension plan	$	(63	)	$	(33	)
Non-qualified retirement plans		1,690			1,725
Total		1,627			1,692
Less current portion		(142	)		(142	)
Non-current portion of accrued retirement benefits	$	1,485		$	1,550

Schedule of Net Benefit Costs [Table Text Block]

	Three Months Ended September 30, (unaudited)						Nine Months Ended September 30, (unaudited)
	2024			2023			2024			2023
	(in thousands)						(in thousands)

Interest cost	$	184		$	203		$	552		$	608
Expected return on plan assets		(174	)		(165	)		(522	)		(491	)
Amortization of net loss		68			83			204			247
Pension and other postretirement expenses	$	78		$	121		$	234		$	364

Note 10 - Leasing Arrangements (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Operating Lease, Lease Income [Table Text Block]

	Three Months Ended				Nine Months Ended
	September 30,				September 30,
	(unaudited)				(unaudited)
	2024		2023		2024		2023
	(in thousands)				(in thousands)

Minimum rentals	$	1,083	$	849	$	3,105	$	2,493
Percentage rentals		734		233		1,783		1,263
Licensing fees		67		188		136		706
Other		374		349		725		916
Total	$	2,258	$	1,619	$	5,749	$	5,378

Note 14 - Reportable Operating Segments (Tables)

9 Months Ended

Sep. 30, 2024

Notes Tables

Schedule of Segment Reporting Information, by Segment [Table Text Block]

	Three Months Ended						Nine Months Ended
	September 30,						September 30,
	(unaudited)						(unaudited)
	2024			2023			2024			2023
	(in thousands)						(in thousands)
Operating Segment Revenues
Land development and sales	$	-		$	-		$	200		$	19
Leasing		2,729			1,931			7,148			6,249
Resort amenities and other		299			170			805			604
Total Operating Segment Revenues	$	3,028		$	2,101		$	8,153		$	6,872
Operating Segment Income
Land development and sales	$	(237	)	$	(108	)	$	(487	)	$	(507	)
Leasing		1,396			780			3,701			3,265
Resort amenities and other		48			(31	)		(187	)		(509	)
Total Operating Segment Income	$	1,207		$	641		$	3,027		$	2,249

Supplemental Schedule of Non-Cash Investing and Financing Activities (Details Textual) - USD ($) $ in Millions	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023
Stock Issued	$ 1.1	$ 1.2

Note 1 - Basis of Presentation (Details Textual)	Jun. 18, 2022 $ / shares shares
Capital Units, Authorized (in shares)	48,000,000
Common Stock, Shares Authorized (in shares)	43,000,000
Common Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares	$ 0.0001
Preferred Stock, Shares Authorized (in shares)	5,000,000
Preferred Stock, Par or Stated Value Per Share (in dollars per share) \| $ / shares	$ 0.0001

Note 3 - Investments in Debt Securities - Amortized Cost to Fair Value of Debt Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Amortized cost	$ 3,101	$ 3,135
Unrealized gains	9	4
Fair value	$ 3,110	$ 3,139

Note 3 - Investments in Debt Securities - Maturities of Debt Securities (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
One year or less, amortized cost	$ 2,982	$ 2,671
One year or less, fair value	2,988	2,671
Greater than one year through five years, amortized cost	119	464
Greater than one year through five years, fair value	122	468
Fair value, amortized cost	3,101	3,135
Fair value	$ 3,110	$ 3,139

Note 4 - Property & Equipment (Details Textual)	9 Months Ended
Note 4 - Property & Equipment (Details Textual)	Sep. 30, 2024 a ft²
Land [Member]
Area of Land (Acre)	22,400
Land [Member] \| West Maui [Member]
Area of Land (Acre)	20,900
Area of Elevation from Sea (Square Foot) \| ft²	5,700
Land [Member] \| West Maui [Member] \| Kapalua Resort [Member]
Area of Land (Acre)	1,000
Land [Member] \| Upcountry Maui [Member]
Area of Land (Acre)	1,400
Building [Member] \| Maui [Member]
Area of Land (Acre) \| ft²	247,000

Note 4 - Property & Equipment - Property & Equipment (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Property and equipment, gross	$ 53,807	$ 52,274
Less accumulated depreciation	(36,746)	(36,215)
Property and equipment, net	17,061	16,059
Land [Member]
Property and equipment, gross	5,052	5,052
Land Improvements [Member]
Property and equipment, gross	13,861	13,853
Building [Member]
Property and equipment, gross	23,105	22,869
Machinery and Equipment [Member]
Property and equipment, gross	10,960	10,500
Construction in Progress [Member]
Property and equipment, gross	$ 829	$ 0

Note 5 - Investment in Joint Venture (Details Textual)	1 Months Ended	9 Months Ended		12 Months Ended
Note 5 - Investment in Joint Venture (Details Textual)	Dec. 31, 2023 USD ($) a	Sep. 30, 2024 USD ($)	Sep. 30, 2023 USD ($)	Dec. 31, 2023 USD ($) a
Equity Method Investments	$ 1,608,000	$ 1,627,000		$ 1,608,000
Payments to Acquire Equity Method Investments		19,000	$ (0)
Joint Venture Agreement With BRE2 LLC [Member]
Area of Land (Acre) \| a	30			30
Equity Method Investments	$ 1,600,000			$ 1,600,000
Proceeds from Sale of Equity Method Investments				$ 0
Equity Method Investments, Nonoperating Gain/(Loss) on Derecognition of Land	$ 1,600,000
Payments to Acquire Equity Method Investments		$ 19,000

Note 6 - Contract Assets and Liabilities 1 (Details Textual) - USD ($)	9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Mar. 31, 2020
Contract with Customer, Receivable, after Allowance for Credit Loss	$ 500,000		$ 400,000
Club Membership [Member]
Contract with Customer, Liability, Revenue Recognized	600,000	$ 600,000
License [Member]
Contract with Customer, Liability, Revenue Recognized	$ 99,999	$ 99,999
Contract with Customer, Liability, Noncurrent				$ 2,000,000

Note 6 - Contract Assets and Liabilities 2 (Details Textual) - Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Start Date [Axis]: 2024-10-01	Sep. 30, 2024
Club Membership [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year)	1 year
License [Member]
Revenue, Remaining Performance Obligation, Expected Timing of Satisfaction, Period (Year)	15 years

Note 7 - Long-term Debt (Details Textual)		9 Months Ended
Note 7 - Long-term Debt (Details Textual)	Sep. 30, 2024 USD ($) ft²	Sep. 30, 2024 USD ($) ft²	Dec. 31, 2023 USD ($)
Debt Instrument, Variable Interest Rate, Type [Extensible Enumeration]		Prime Rate [Member]
First Hawaiian Bank Revolving Line of Credit [Member] \| Revolving Credit Facility [Member]
Line of Credit Facility, Maximum Borrowing Capacity	$ 15,000,000	$ 15,000,000
Line of Credit Facility, Remaining Borrowing Capacity	12,000,000	$ 12,000,000
Proceeds from Long-Term Lines of Credit	3,000,000
Debt Instrument, Basis Spread on Variable Rate		0.01125%
Line of Credit Facility, Commitment Fee Amount		$ 0
Debt Instrument, Covenant, Required Minimum Liquidity	2,000,000	2,000,000
Debt Instrument, Covenant, Maximum Total Liabilities	45,000,000	45,000,000
Long-Term Line of Credit	$ 3,000,000	$ 3,000,000	$ 0
First Hawaiian Bank Revolving Line of Credit [Member] \| Revolving Credit Facility [Member] \| Kapalua Resort [Member]
Pledged Assets not Separately Reported, Area of Real Estate (Square Foot) \| ft²	30,000	30,000

Note 8 - Accrued Retirement Benefits (Details Textual) $ in Thousands	Sep. 30, 2024 USD ($)
Defined Benefit Plan, Expected Future Employer Contributions, Current Fiscal Year	$ 0

Note 8 - Accrued Retirement Benefits - Accrued Retirement Benefits (Details) - USD ($) $ in Thousands	Sep. 30, 2024	Dec. 31, 2023
Accrued retirement benefits	$ 1,627	$ 1,692
Less current portion	142	142
Non-current portion of accrued retirement benefits	1,485	1,550
Pension Plan [Member] \| Qualified Plan [Member]
Accrued retirement benefits	(63)	(33)
Supplemental Employee Retirement Plan [Member] \| Nonqualified Plan [Member]
Accrued retirement benefits	$ 1,690	$ 1,725

Note 8 - Accrued Retirement Benefits - Net Periodic Cost (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Interest cost	$ 184	$ 203	$ 552	$ 608
Expected return on plan assets	(174)	(165)	(522)	(491)
Amortization of net loss	68	83	204	247
Pension and other postretirement expenses	$ 78	$ 121	$ 234	$ 364

Note 9 - Commitments and Contingencies (Details Textual)	1 Months Ended
	Jun. 30, 2018 USD ($)
Notice and Finding of Violation and Order [Member]
Loss Contingency, Damages Sought, Value	$ 230,000

Note 10 - Leasing Arrangements - Rental Income under Operating Leases (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Total	$ 2,729	$ 1,931	$ 7,148	$ 6,249
Operating Lease Income Including Water System Sales [Member]
Minimum rentals	1,083	849	3,105	2,493
Percentage rentals	734	233	1,783	1,263
Licensing fees	67	188	136	706
Other	374	349	725	916
Total	$ 2,258	$ 1,619	$ 5,749	$ 5,378

Note 11 - Share-based Compensation (Details Textual) - USD ($)		1 Months Ended	3 Months Ended			9 Months Ended		12 Months Ended
	Aug. 05, 2024	Jul. 31, 2024	Sep. 30, 2024	Mar. 31, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023	Dec. 31, 2023	Jul. 01, 2024
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period (in shares)						0
Share-Based Payment Arrangement, Expense			$ 2,094,000		$ 700,000	$ 4,676,000	$ 2,472,000
The 2017 Equity and Incentive Award Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Number of Shares Authorized (in shares)	400,000	400,000							400,000
Annual Board Service [Member] \| Year 2023 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures (in shares)								250,000
Annual Board Service [Member] \| Year 2024 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures (in shares)			312,500
Board Committee Service [Member] \| Year 2023 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)								1 year
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures (in shares)								78,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)								10 years
Share Price (in dollars per share)								$ 12.11
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price (in dollars per share)								$ 3.88
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term (Year) (Year)								5 years 3 months
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate								28.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate								4.16%
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares (in shares)						215,334
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares (in shares)			0			0
Board Committee Service [Member] \| Year 2024 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)						1 year
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures (in shares)			87,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)						10 years
Share Price (in dollars per share)			$ 22.25			$ 22.25
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price (in dollars per share)						$ 8.87
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term (Year) (Year)						5 years 3 months
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate						32.10%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate						4.40%
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares (in shares)						206,750
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares (in shares)			192,750			192,750
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount			$ 1,700,000			$ 1,700,000
Chief Executive Officer [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures (in shares)				400,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)						10 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price (in dollars per share)						$ 15.75
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term (Year) (Year)						6 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate						31.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate						3.82%
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares (in shares)			400,000			400,000
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price (in dollars per share)			$ 6.02			$ 6.02
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount			$ 1.8			$ 1.8
Chief Executive Officer [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares (in shares)						133,334
Chief Executive Officer [Member] \| Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares (in shares)						133,333
Chief Executive Officer [Member] \| Share-Based Payment Arrangement, Tranche Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares (in shares)						133,333
Chief Executive Officer [Member] \| Year 2023 [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Net of Forfeitures (in shares)								400,000
Continued Service of the Chairman of the Board [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Expiration Period (Year)								10 years
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price (in dollars per share)								$ 9.08
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Term (Year) (Year)								6 years 1 month 13 days
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Expected Volatility Rate								37.00%
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Risk Free Interest Rate								3.49%
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Nonvested, Number of Shares (in shares)			266,666			266,666
Share-Based Compensation Arrangement by Share-Based Payment Award, Fair Value Assumptions, Exercise Price (in dollars per share)								$ 3.94
Share-Based Payment Arrangement, Nonvested Award, Cost Not yet Recognized, Amount			$ 800,000			$ 800,000
Continued Service of the Chairman of the Board [Member] \| Share-Based Payment Arrangement, Tranche One [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares (in shares)								133,334
Continued Service of the Chairman of the Board [Member] \| Share-Based Payment Arrangement, Tranche Two [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares (in shares)								133,333
Continued Service of the Chairman of the Board [Member] \| Share-Based Payment Arrangement, Tranche Three [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Vested, Number of Shares (in shares)								133,333
Chair Sellers [Member] \| The 2023 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Grants in Period, Gross (in shares)		63,500
Director Case [Member] \| The 2023 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period (in shares)	6,659
Director Case [Member] \| The 2024 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Options, Forfeitures in Period (in shares)	3,124
Restricted Stock [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Award Vesting Period (Year)						3 years
Share-Based Payment Arrangement, Expense			900,000		100,000	$ 1,600,000	700,000
Restricted Stock [Member] \| The 2017 Equity and Incentive Award Plan [Member]
Deferred Compensation Arrangement with Individual, Cancellation Expense			631,000
Restricted Stock [Member] \| Chair Sellers [Member] \| The 2023 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares)		18,804
Restricted Stock [Member] \| CEO Randle [Member] \| The 2017 Equity and Incentive Award Plan [Member]
Deferred Compensation Arrangement with Individual, Cancellation Expense			229,000
Restricted Stock [Member] \| CEO Randle [Member] \| The 2024 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Granted (in shares)	28,511
Restricted Stock [Member] \| Director Case [Member] \| The 2017 Equity and Incentive Award Plan [Member]
Deferred Compensation Arrangement with Individual, Cancellation Expense			402,000
Restricted Stock [Member] \| Director Case [Member] \| The 2023 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Forfeitures (in shares)	56,000
Restricted Stock [Member] \| Director Case [Member] \| The 2024 Plan [Member]
Share-Based Compensation Arrangement by Share-Based Payment Award, Non-Option Equity Instruments, Forfeitures (in shares)	56,000
Share-Based Payment Arrangement, Option [Member]
Share-Based Payment Arrangement, Expense			$ 1,200,000		$ 600,000	$ 3,100,000	$ 1,400,000

Note 13 - Loss Per Share (Details Textual) - shares shares in Millions	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Weighted Average Number of Shares Outstanding, Basic (in shares)	19.7	20.0
Weighted Average Number of Shares Outstanding, Diluted (in shares)			19.6	20.4

Note 14 - Reportable Operating Segments - Reportable Segment Data (Details) - USD ($) $ in Thousands	3 Months Ended		9 Months Ended
	Sep. 30, 2024	Sep. 30, 2023	Sep. 30, 2024	Sep. 30, 2023
Operating segment income	$ (2,232)	$ (1,189)	$ (5,516)	$ (3,902)
Operating Segments [Member]
Operating segment revenues	3,028	2,101	8,153	6,872
Operating segment income	1,207	641	3,027	2,249
Operating Segments [Member] \| Land Development and Sales Segment [Member]
Operating segment revenues	0	0	200	19
Operating segment income	(237)	(108)	(487)	(507)
Operating Segments [Member] \| Leasing Segment [Member]
Operating segment revenues	2,729	1,931	7,148	6,249
Operating segment income	1,396	780	3,701	3,265
Operating Segments [Member] \| Resort Amenities Segment [Member]
Operating segment revenues	299	170	805	604
Operating segment income	$ 48	$ (31)	$ (187)	$ (509)

Note 17 - Subsequent Events (Details Textual) - Subsequent Event [Member]	Oct. 22, 2024 USD ($) a
Land in Honokeana [Member] \| Stewardship and Conservation Efforts Subsidized by the State of Hawaii and the County of Maui [Member]
Area of Land (Acre)	50
Government Assistance, Award Amount \| $	$ 35,500,000
Maui [Member]
Area of Land (Acre)	1,377